RESEARCHER MEMBERSHIP AGREEMENT
VeriMe Cooperative is a Colorado limited cooperative association, engaged in the business of increasing trust in digital infrastructure that supports scholarship and research; supplying methods and services for supporting integrity and trust in digital research contributions; and ensuring trust and integrity in research contributor digital identity worldwide., worldwide, and to do all other things necessary, appropriate, or proper for the accomplishment or furtherance of or incidental to these purposes, and the additional purposes described in the Articles of Organization (“the “Cooperative”).
The Cooperative is owned and operated by its Members. Cooperative researcher-owners are called Members or Researcher Members. Once a researcher completes the eligibility requirements established in the bylaws of the Cooperative, this Researcher Member Membership Agreement (the “Agreement”) is made effective on the date you (the “Researcher Member”) opt-in to become a member of VeriMe Cooperative by signing this Agreement. The researcher is allowed to acquire one Membership by executing this Agreement.
Once these procedures are complete, the researcher becomes a Member and will have certain rights and obligations outlined in the Cooperative’s Articles of Organization, Bylaws, and in this Membership Agreement. This agreement outlines the terms and conditions under which individuals or entities become members of the Cooperative.
AGREEMENTS OF THE MEMBER. By signing this agreement, purchasing One Membership, and becoming a Member, YOU:
a. Understand that by paying a non-refundable membership fee of $60 and creating and maintaining a VeriMe account with the Cooperative, you are eligible to become a member of the Cooperative. You agree to pay annual dues, verify your identity annually, and maintain current email and payment information to maintain your membership status in good standing; by doing so, you will be fulfilling your patronage obligations.
b. Understand and agree that you are required to acquire One Membership as a requirement to become a Researcher Member in the Cooperative.
c. Understand that you may be eligible to become a member in other classes, and if that happens, you may be allowed to acquire an additional membership in that class, however, you are not allowed to buy more than one membership in each class, and holding more than one membership will not increase your voting rights.
d. Agree to be bound by the Cooperative’s Bylaws (“Bylaws”), Articles of Organization (the “Articles”), Code of Conduct, Terms and Conditions of Use, Privacy Policy, and other policies as established by the Board. As a member, you may receive financial information about the Cooperative and may inspect the books and records of the Cooperative, subject to confidentiality obligations. You agree to keep all such information private and confidential. You also agree to participate in Cooperative governance functions and responsibilities as required.
e. Understand and agree that your membership is not transferable – so you cannot transfer it to another person; and is not redeemable, which means that you are not entitled to any reimbursement, should you decide to no longer be a member in the Cooperative.
f. Understand that the benefits of your membership can be modified by the board of directors (“Board of Directors”) and management of the Cooperative at any time, without prior notice; however, the Board may not eliminate your financial rights nor terminate your membership if you are a member in good standing. In case of changes to your benefits, the Cooperative will make such information available through its website or other means of communication to you. Future potential financial distributions related to your coop shares cannot be taken away by the Board.
g. Understand that your patronage returns (in the form of Cooperative Points, or rewards , as defined in the Bylaws and in policies of the Board) result from your patronage activities with the Cooperative, as defined in Section 5.3.4 of the bylaws, and agree to undertake such patronage responsibilities;
(i) Your patronage returns may increase only in proportion to your future patronage activities with the Cooperative. For example, if in a given year you have no account activity, you will not receive any returns, which can be in the form of rewards of Cooperative Points. If you make contributions to the Cooperative in the form of account activity including being awarded or using points, your patronage returns will be calculated in proportion to your contributions. We treat your contributions as patronage activities, and your rewards are patronage refunds. You understand that the Cooperative reserves the right to modify the activities that constitute patronage activities for the purpose of patronage refunds.
(ii) Per established coop tax law, consumable rewards such as merchandise credits or coupons, or store cash, are not taxable. However, we are not tax advisors and cannot provide tax advice, so you agree to consult an expert if you have questions and agree not to sue the Cooperative for your tax liabilities relating to this membership.
(iii) If a future type of patronage refund is ever considered taxable for you, you understand that we will not pay those taxes on your behalf, and you agree to include the amounts you receive into your tax return. Agreeing to this provision is a requirement of your membership and by signing the document, you indicate that you understand and agree with this.
h. Understand that in case of dissolution of the Cooperative, or other occasions for extraordinary dividends to be paid to Cooperative members, you may be entitled to some financial distributions that could result in a taxable event to you. You agree to consult your own attorneys and accountants if that happens. In the event of dissolution, your membership class will receive any assets after all the other classes.
i. Understand that, as a Cooperative Member, you have no authority to represent the Cooperative in any way. For example, you cannot use the name of the Cooperative to obtain credit or property, or enter into contracts on behalf of the Cooperative.
By this Agreement, you are acquiring One Membership, at a non-refundable fee of $60, which carries the rights and obligations described in the Cooperative. If you decide to terminate your membership with the Cooperative, you will be able to continue using your Cooperative Points, as defined in the Bylaws, for three years from the date of cancellation, but cannot cash it out. You will not be entitled to reimbursement of your initial membership fee, annual membership fees, or any other periodic dues.
MANAGEMENT. The Cooperative’s Board of Directors or an authorized representative or delegate 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.
INDEMNIFICATION. You must protect and compensate the Cooperative for any harm or loss that results from your failure to fulfill your obligations under this Agreement. You are responsible for the actions of your employees, officers, agents, and guests. If anyone makes a claim against the Cooperative due to your actions, you must cover all costs, including legal fees. This includes injuries or death related to your work, regardless of who is at fault.
LIMITATION OF LIABILITY. The Cooperative is not responsible for any harm or losses resulting from your use of your information, or for events outside of its control. The Cooperative is not liable for any injuries, damages, or claims arising from your membership or use of its services, even if you were warned of the possibility. The most the Cooperative can be held accountable for is any unpaid patronage returns you have earned.
MISCELLANEOUS PROVISIONS.
6.1 This Agreement is part of the Bylaws, and by signing this document, you agree to abide by its terms and conditions, as well as all provisions of the Articles, Bylaws, and policies of the Cooperative.
6.2 Given that this Agreement and your membership in the Cooperative are subject to the provisions of the Bylaws, you agree that this Agreement may be modified unilaterally by the Cooperative, with prior notice to you.
6.3 Jury Waiver. Jury Waiver. By entering into this Agreement, you expressly waive any right to a trial by jury in any legal proceeding arising under or relating to this Agreement or the Cooperative’s Bylaws, to the fullest extent permitted by law.
6.4 Specific Enforcement and Injunctive Relief. Because of the unique relationship of the Members in the Cooperative and the unique value of their interest in it, in addition to any other remedies for breach of this Agreement, this Agreement must and will be specifically enforceable.
6.5 Term and Effective date. This Agreement and membership will be effective as of the date of approval by the Board and will continue for as long as you are a member of the Cooperative.
6.6 Non applicability of this Agreement. You understand and agree that this Agreement will not apply if there is an event of merger, consolidation, sale of assets, or bankruptcy, or dissolution of the Cooperative. In these cases, the provisions of the Bylaws will apply.
6.7 This Agreement is governed by the laws of the State of Colorado and includes all schedules, exhibits, Articles of Organization, and Bylaws. It supersedes all prior written or oral agreements and binds the parties, their heirs, legal representatives, successors, and assigns. Any illegal or unenforceable provisions may be modified or removed by a court while keeping the rest of the Agreement intact. Disputes between Members or between Members and the Cooperative will be resolved according to the following process: 1) Good faith negotiation between the parties, 2) Mediation by a mutually agreed-upon neutral third party, and 3) If necessary, binding arbitration in accordance with the rules of the American Arbitration Association. The specific procedures for dispute resolution are outlined in the Bylaws and other policies of the Cooperative.
By signing below, you indicate that you read and understand the terms of this Membership Agreement, and agree to be bound by it. This Agreement is effective on the date this Agreement is signed by the Member.
Accepted and agreed to: