Our bylaws.

Article I — Name, purpose, and principles

1.1 Name. The legal name is FAIT Coop, a Colorado Limited Cooperative Association under C.R.S. Title 7, Article 58. It transacts business under the registered trade name OurFest.

1.2 Purpose. To plan and produce community events, and to work toward the acquisition, development, and cooperative stewardship of festival grounds for community use.

1.3 Cooperative principles. The co-op operates on the cooperative principles, including democratic member control on the basis of one member, one vote among patron members, member economic participation, and concern for community.

1.4 No investment representation. Patron membership shares are not offered or sold as investments. No person shall represent that a patron membership entitles the holder to profit from appreciation of the co-op's assets, including any real property.

1.5 Mission lock. Sections 1.2–1.4 may be amended only as a Reserved Matter under Article X.

Article II — Members

2.1 Patron member classes. Two classes of patron members: Class A, Worker-Members, natural persons who perform work for the co-op; and Class B, Community-Members, natural persons aged 16+ who patronize or support the co-op.

2.2 Class A admission. Eligibility after six months (or 300 worked hours, whichever comes first). Admission requires application, approval by a majority of existing Class A members (or by the Board while fewer than three Class A members exist), and payment or commencement of the $500 Class A share, payable in full or by payroll deduction over up to twelve months. Voting rights begin at admission.

2.3 Class B admission. Automatic upon complete application and payment toward the $350 Class B share, payable in full or in up to six equal monthly installments. A member whose share is partially paid is a provisional member, entitled to member benefits but not to vote or hold office; full voting rights begin when the share is paid in full. Failure to complete installments within nine months cancels the provisional membership, and amounts paid are refunded less a $10 administrative fee.

2.4 One membership; one vote. No person holds more than one membership. Each patron member in good standing has one vote. Voting power never varies with capital, patronage, or tenure.

2.5 Good standing; records. A member is in good standing if current on share payments and not suspended. The Secretary maintains the member register.

2.6 Member benefits. Class B benefits include member pricing on events and services, priority access to ticketed events, member-only gatherings, and patronage rebates under 7.3. Benefits are fixed by Board policy and are not a return on capital.

2.7 Withdrawal; redemption. A member may resign in writing. Shares are redeemed at original purchase price, less amounts owed, within twelve months, subject to solvency: no redemption that would impair the co-op's ability to pay its debts; deferred redemptions queue by resignation date without interest.

2.8 Expulsion. For material violation of these Bylaws or conduct seriously harmful to the co-op, by two-thirds vote of the Board after written notice and an opportunity to be heard; share redeemed under 2.7. Class A membership also ends when the member ceases working for the co-op for more than 90 days.

2.9 Growth guardrail. The Board may pause Class B admissions for up to six months if Class B would more than double within a fiscal year, reporting any pause to the membership.

Article III — Future investor members

3.1 Authorization. As permitted by the Act, the co-op may, by Reserved Matter vote under Article X, create one or more classes of investor members or non-voting preferred shares to finance acquisition and development of real property.

3.2 Patron control. Any investor class shall be structured so that patron members retain collective control, including at least a majority of voting power on all matters and of Board seats; investor financial rights shall be limited to a capped, non-cumulative dividend and redemption at issue price.

3.3 No present rights. Nothing in this Article creates any investor class or right until adopted under Article X and compliant with applicable securities law.

Article IV — Member meetings

4.1 Annual meeting within 120 days of fiscal year end: annual report, financial statements, elections, other business.

4.2 Special meetings called by the Board, the President, or written petition of 10% of either class.

4.3 Notice: 14 to 50 days, written or electronic, with agenda.

4.4 Quorum: 10% of the voting members of each class, in person or by authorized remote means; while Class A has fewer than five members, Class A quorum is all of its members.

4.5 Voting methods: in person, secure electronic ballot, or mail ballot as the Board authorizes; secret ballot for contested elections.

4.6 Decision rule: majority of votes cast unless these Bylaws or the Act require more; class matters are voted only by the affected class.

Article V — Allocation of authority

5.1 Class A exclusive: hiring and discipline policy, compensation systems, scheduling, event-production work rules, workplace safety. Until three Class A members exist, these are exercised by the Board consistent with the founder's management role.

5.2 Joint matters: director elections (each class its own seats), bylaw amendments, Reserved Matters, and anything the Board refers to members.

5.3 Non-interference: Class B votes may not reduce worker compensation or direct worker discipline; Class A votes may not levy assessments on Class B beyond the membership share.

Article VI — Board of directors

6.1 Powers. The Board directs the business and affairs of the co-op except matters reserved to a class or the membership.

6.2 Target composition (seven seats): three Worker Directors elected by Class A; three Community Directors elected by Class B; one at-large director elected by all voting members.

6.3 Phased seating. Until Class A has at least three eligible members, Worker Director seats remain vacant and do not count toward quorum; the Board operates with the Founder Director, the seated Community Directors, and the at-large director; as Class A members qualify, Worker Director seats are filled at the next meeting, one seat per eligible member up to three.

6.4 Founder Director. Raymond Frederic Kinne III holds a Worker Director seat ex officio for five years from adoption, while remaining a member in good standing. This seat is not subject to removal except for cause under 2.8, expires automatically, and may be renewed only by Reserved Matter vote.

6.5 Terms: staggered three-year terms, limit two consecutive. Initial stagger by lot.

6.6 Meetings; quorum: at least quarterly; quorum is a majority of directors in office, including at least one Community Director once seated.

6.7 Supermajority Board actions (two-thirds of full Board): annual budget; debt over $25,000; contracts over $50,000 or twelve months; any real-property transaction; member expulsion; calling a Reserved Matter vote.

6.8 Removal; vacancies: by majority of the electing class (or full membership for at-large); interim appointments by the Board until the class next meets.

6.9 Officers: President, Vice President, Secretary, Treasurer, elected by the Board from its members.

Article VII — Finances and patronage

7.1 Fiscal year ends December 31.

7.2 Records; reports. Accurate books, separate accounting of share capital and any land reserve, and annual financial statements presented to members.

7.3 Allocation of net savings, after reasonable reserves, as determined by the Board consistent with the Act and Subchapter T: not less than 20% to an indivisible Land & Development Reserve dedicated to the purposes in 1.2; to Class A, patronage dividends in proportion to hours worked or wages earned; to Class B, patronage rebates in proportion to documented patronage; the remainder to general reserves.

7.4 No speculative return. Patron shares confer no rights except redemption at purchase price and patronage allocations. The Land & Development Reserve is indivisible and never distributable to members.

Article VIII — Indemnification

To the fullest extent permitted by Colorado law; the co-op may carry D&O insurance.

Article IX — Dissolution

After debts and share redemptions at purchase price, remaining assets — including any interest in real property and the Land & Development Reserve — pass to one or more cooperatives, cooperative development organizations, or charitable organizations with purposes consistent with Article I, never to members in proportion to holdings.

Article X — Amendments and reserved matters

10.1 Ordinary amendments: majority of votes cast in Class A and in Class B, voting separately, with the full text noticed in advance. While Class A has fewer than three voting members, the Class A approval requirement is satisfied by unanimous consent of existing Class A members, or by the Founder Director if none.

10.2 Reserved Matters, 75% of votes cast in each class, voting separately: amendment of Article I, III, or X; sale, mortgage, merger, conversion, or transfer of all or substantially all assets, including any festival grounds; voluntary dissolution; creation or alteration of any member class, including investor members; changes to Board composition or phased seating; and distribution or dedication changes to the Land & Development Reserve.

10.3 Effect. No Reserved Matter may be effected by the Board alone, a single class, or a simple combined majority.

Article XI — Miscellaneous

Governing law: Colorado and the Act. Severability. Electronic participation and voting permitted as the Board authorizes with reasonable identity and ballot-integrity safeguards.