EMPLOYEE MEMBER

EMPLOYMENT COMMONS LCA

EMPLOYEE MEMBER

MEMBERSHIP AGREEMENT

This Employee Member Membership Agreement (the “Agreement”) is made effective as of the date the undersigned (the “Employee Member” or “Member”) has applied for and has been accepted by the Board of Stewards of the Employment Commons LCA, a Colorado public benefit limited cooperative association (the “Cooperative”) as a Member of the Cooperative, under which it is hereby agreed as follows:

1. MEMBERS COVENANTS.

Member agrees and acknowledges:

  1. That they will subscribe to and pay for one (1) share (“Share”) of Class A Common Stock of the Cooperative at a price of USD$20.

  2. That they have been informed of their right to receive a copy of the Bylaws, Articles of Organization, and Terms of Service (“Terms”) of the Cooperative prior to executing this Agreement, and agree to be bound by their respective provisions.

  3. That they will pay their Member Dues, if any, as set forth in the Bylaws and incorporated by reference herein, as amended by the Cooperative’s Board of Stewards, and any additional fees required under the Terms and the Bylaws.

  4. That Membership in the Cooperative does not entitle the Coalition Member to a vote, except as may be required by law.

  5. That the Member is required to remain in good standing with the Cooperative as a condition to their membership in the Cooperative, and failure to do so will result in termination of the Member’s membership rights.

  6. A Member in good standing will:

    1. undertake patronage responsibilities, which may be prescribed by the Bylaws, or by policies promulgated by the Board of Stewards;

    2. subscribe to and be bound by the Terms;

    3. pay Community Fees for the consumption of services;

    4. vote on matters that a Member is eligible to vote on pursuant to the Cooperative’s Bylaws, if any;

    5. strive to maintain and support the mission of the Cooperative and its surrounding community;

    6. read communications from the Cooperative, and

    7. maintain its current address and contact information on file with the Cooperative.

  7. Each individual or entity, as applicable, who becomes a Member, shall agree to take into account on their income tax return any patronage dividends which are made in “qualified written notices of allocation” (as defined in Section 1388 of the Internal Revenue Code of 1986, as amended, or any successor thereto (the “Code”)) at their stated dollar amounts in the manner provided in Section 1385(a) of the Code, in the taxable year in which the Member receives the qualified written notices of allocation. Each Member shall be solely responsible for any tax liability incurred as a result of patronage with the Cooperative. Each Member shall indemnify and forever hold harmless the Cooperative from any claims of any kind arising out of their patronage or their purchase or holding of Membership Shares.

  8. If the Member owes any debt to the Cooperative at any time, the Cooperative shall have a first lien upon and a right of set-off against all of Member’s shares in the Cooperative's and any patronage dividends which accrue for the account of or become distributable to the Member.

2. COOPERATIVE COVENANTS.

The Cooperative provides co-employment, payroll and benefits administration, and human resources services, which may change from time to time, to Employee Members (“Services”), as defined in the Bylaws. The Cooperative provides the Services pursuant to the Cooperative’s Terms, as may be amended from time to time. The Cooperative will become the Member’s “employer of record” and will assume certain compliance duties for Member’s employees, such as payroll and payroll tax compliance, benefits administration, workers’ compensation, processing unemployment claims, and other HR-related administrative tasks as available. Neither the execution of this Agreement, nor the participation by the Member in the activities of or opportunities offered by the Cooperative shall be deemed to create an employee-employer relationship between the Member and the Cooperative. Members are not employees of the Cooperative and are not entitled to protections or benefits available to employees under federal or state law, including but not limited to the Fair Labor Standards Act, the National Labor Relations Act, or state unemployment, workers compensation, wage and hour, or benefits laws. The Member’s execution of this Agreement constitutes acknowledgment and acceptance of this disclosure.

3. MANAGEMENT.

The Cooperative’s Board of Stewards or an authorized representative or delegate (including any committee thereof) will have all necessary powers and authority to administer and enforce the terms of this Membership Agreement, to the extent not inconsistent with the Bylaws.

4. CONFIDENTIAL INFORMATION.

All membership information, financial information, correspondence and all other Cooperative documents and information furnished to Member by the Cooperative (“Confidential Information”) will be kept in strict confidence and shall be considered trade secrets of the Cooperative, subject to indemnification of the Cooperative by Member as provided in this Agreement. Upon termination of the membership privileges in the Cooperative, all Confidential Information shall be either immediately destroyed or returned to the Cooperative or its agent which had been provided by the Cooperative; provided that the requirement to maintain confidentiality of the Confidential Information shall continue following the termination of the membership and this Agreement. The Member shall have no right to use the Confidential Information without the prior written consent of the Cooperative.

5. INDEMNIFICATION.

To the fullest extent permitted by law, the Member will indemnify and hold the Cooperative harmless from any claim, loss or damage and expenses, including all costs and attorneys’ fees, resulting to Cooperative, directly or indirectly, from Member’s inadequate performance of or failure to perform any of Member’s obligations under this Agreement, including without limitation Member's obligations in relation to the Cooperative’s performance of the Services. Member shall assume full responsibility for its employees, officers, agents and business invitees. Member agrees to indemnify and hold Cooperative harmless from and against any claim, loss, or damage, including all defense costs and attorneys’ fees, which may be asserted by any person arising out of any actions or omissions or claimed actions or omissions by Member or its employees, officers, agents or business invitees, including, but not limited to third party actions for injury or death otherwise covered under applicable workers’ compensation laws, and regardless of any collateral or contributing factors on the part of anyone.

6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE SHALL NOT BE LIABLE IN ANY WAY AND BY ANY THEORY FOR CLAIMS, LOSSES, DAMAGES OR BREACHES ARISING IN CONNECTION WITH MEMBER OR A THIRD PARTY’S USE OF MEMBER PROVIDED INFORMATION TO THE EXTENT OUTSIDE THE REASONABLE CONTROL OF THE COOPERATIVE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, OR CLAIM, OR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM OR IN ANY WAY CONNECTED WITH MEMBER’S MEMBERSHIP IN THE COOPERATIVE, OR ANY OF ITS SERVICES OR THOSE OFFERED THROUGH THE COOPERATIVE BY THIRD PARTIES, EVEN IF MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES. IN NO EVENT SHALL THE COOPERATIVE’S TOTAL LIABILITY TO MEMBER FOR ALL DAMAGES, CAUSES OR CAUSES OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ARISING FROM MEMBER’S MEMBERSHIP IN THE COOPERATIVE EXCEED THE MEMBER’S SHARE PRICE PLUS ANY DECLARED BUT UNDISTRIBUTED DIVIDENDS.

7. FORBIDDEN ACTS.

No Member shall:

  1. Have the right or authority to bind or obligate the Cooperative to any extent whatsoever.

  2. Without the unanimous consent of the Board of Stewards, assign, transfer, pledge, mortgage or sell all or part of their interest in the Cooperative to any other member or other person whomsoever, or enter into any agreement as the result of which any person or persons not a member shall become interested with them in the Cooperative.

  3. Use the Cooperative name, credit or property for other than the Cooperative’s purposes.

  4. Do any act detrimental to the interests of the Cooperative or which would make it impossible to carry on the business or affairs of the Cooperative.

8. MISCELLANEOUS PROVISIONS.

  1. This Membership Agreement incorporates the Cooperative’s Articles of Organization, as amended from time to time, and Bylaws, as amended from time to time, a copy of which is available upon request, and which the Member acknowledges having received and understood. In the event of a conflict, the Bylaws shall prevail. Further, the Articles of Organization and the Bylaws of the Cooperative shall at all times be interpreted to be consistent with the provisions of this Membership Agreement and shall take precedence over this Membership Agreement.

  2. The term of this Membership Agreement shall be governed by the Bylaws’ provisions governing withdrawal and termination of membership.

  3. All persons bound by or subject to this Membership Agreement, their heirs, legal representatives, successors, and assigns, shall execute and deliver any and all documents or legal instruments necessary to carry out the provisions of this Membership Agreement.

  4. Any failure by a party hereto to comply with any obligation, agreement or condition herein may be expressly waived, but such waiver or failure to insist upon strict compliance with such obligation, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

  5. This Membership Agreement, along with all schedules, exhibits, the Articles of Organization, the Bylaws sets forth the entire agreement among the parties hereto with respect to its subject matter. It supersedes all prior negotiations or agreements among any of the parties with respect to the subject matter hereof, whether written or oral. No provision of this Agreement shall be altered, amended, or revoked except by an instrument in writing signed by the Board of Stewards, or its authorized representatives.

  6. Member may not transfer or assign its interest or rights in this Membership Agreement, except as provided in the Bylaws. This Membership Agreement will be binding on the parties and their heirs, successors and assigns. Member acknowledges and agrees that its membership in the Cooperative and the Share are not transferable without the prior written consent of the Board of Stewards.

  7. The laws of the State of Colorado will govern this Agreement, and venue for enforcement of this Agreement will be in Denver, Colorado.

  8. Member and the Cooperative agree to submit and resolve any dispute arising out of this Membership Agreement, any other agreements between the Member and the Cooperative, or any agreements made between Members in connection with business directly connected to the Cooperative’s business, by referring such dispute to binding arbitration in accordance with the provisions of the Bylaws, as amended from time to time.

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