ARTICLES OF ORGANIZATION

DESTROYSAAS LIMITED COOPERATIVE ASSOCIATION

Filed pursuant to the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58.

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ARTICLE I — NAME

The name of the Limited Cooperative Association is:

destroysaas Limited Cooperative Association

ARTICLE II — PURPOSE

The Association is organized for the following purposes:

To enable small businesses to collectively fund, own, and govern open-source software through cooperative structures
To facilitate the formation and operation of product cooperatives ("cells") that design, build, and maintain software under contract to member-owned Local Cooperative Associations
To operate a platform that connects businesses with shared software needs, coordinates collective funding through monthly pledges, and manages the lifecycle of software projects from idea to operation
To provide individual members access to curated, foundation-hosted instances of the best open-source tools produced by the cooperative ecosystem
To advance the cooperative movement by demonstrating that collectively owned software infrastructure is superior to the software-as-a-service rental model
To engage in any other lawful activity permitted under the Colorado Uniform Limited Cooperative Association Act

ARTICLE III — DURATION

The Association shall have perpetual duration.

ARTICLE IV — REGISTERED AGENT AND OFFICE

Registered Agent: [NAME]

Registered Agent Address: [STREET ADDRESS], Colorado [ZIP]

Principal Office Address: [STREET ADDRESS OR "Same as registered agent"]

ARTICLE V — ORGANIZER

Name: Ara T. Howard

Address: [STREET ADDRESS], Colorado [ZIP]

ARTICLE VI — MEMBER CLASSES

The Association shall have three (3) classes of patron members. There shall be no investor members.

6.1 — Class A: SMB Members

Businesses that fund software development through monthly pledges. Class A members receive dedicated software instances with contractual service-level agreements.

6.2 — Class B: Commons Members

Individuals who support the cooperative movement through annual or lifetime membership fees. Class B members receive access to foundation-hosted public instances of curated tools.

6.3 — Class C: Cell Members

Product cooperatives approved by the Association to design, build, and operate software for Class A members. Cell members deliver development labor under service-level agreements.

All member classes are patron member classes as defined in C.R.S. 7-58-102. The rights, preferences, restrictions, and profit-sharing provisions for each class are set forth in the Association's bylaws.

ARTICLE VII — GOVERNANCE

7.1 — Voting

Each member in good standing shall have one (1) vote, regardless of class or patronage volume, except during the Genesis Period as defined in the bylaws.

7.2 — Action Without Meeting

Action by members without a meeting may be taken upon the written consent (electronic consent sufficient) of a majority of the members entitled to vote on the matter, in accordance with C.R.S. 7-58-405.

7.3 — Board of Directors

The Association shall be managed by a Board of Directors. The number, terms, qualifications, and method of election of directors shall be as set forth in the bylaws. A majority of directors shall be elected by patron members.

7.4 — Bylaw Amendments

The Board of Directors may propose amendments to the bylaws, subject to approval by a majority of the members voting. The initial Board may adopt and amend bylaws before members are admitted, as permitted by C.R.S. 7-58-305(4).

ARTICLE VIII — CAPITAL AND CONTRIBUTIONS

Members may be required to make contributions to the Association in the form of membership fees, monthly pledges, or development labor, as set forth in the bylaws for each member class.

No member shall be required to make any contribution beyond what is specified in the bylaws and any applicable membership agreement.

ARTICLE IX — ALLOCATION OF PROFITS AND LOSSES

Profits and losses of the Association shall be allocated among patron members in accordance with the patronage allocation provisions set forth in the bylaws and in compliance with C.R.S. 7-58-1004.

ARTICLE X — LIABILITY

10.1 — Limited Liability

No member of the Association shall be personally liable for the debts, obligations, or other liabilities of the Association solely by reason of being a member, whether arising in contract, tort, or otherwise, as provided in C.R.S. 7-58-104.

10.2 — Director Liability

To the fullest extent permitted by the Colorado Uniform Limited Cooperative Association Act, a director of the Association shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director.

10.3 — Indemnification

The Association shall have the power to indemnify and hold harmless any director, officer, employee, or agent of the Association from and against any and all claims and demands to the fullest extent permitted by C.R.S. 7-58-901.

ARTICLE XI — DISSOLUTION

The Association may be dissolved by a two-thirds (2/3) vote of all members. Upon dissolution, assets shall be distributed as set forth in the bylaws, with all open-source code remaining freely available under its existing license.

ARTICLE XII — AMENDMENT OF ARTICLES

These Articles of Organization may be amended by a majority vote of all members entitled to vote, as provided in C.R.S. 7-58-403.

IN WITNESS WHEREOF, the undersigned organizer has executed these Articles of Organization.

Organizer: ____________________________

Name: Ara T. Howard

Date: ____________________________

These draft articles of organization were prepared in connection with the planned formation of destroysaas Limited Cooperative Association under the Colorado Uniform Limited Cooperative Association Act. They have not yet been filed with the Colorado Secretary of State and are subject to revision.

Last updated: March 2, 2026