1. ORGANIZATION. The MUTUAL AID SOCIETY OF AMERICA, LLC (“MASA”) shall be formed as a Montana Limited Liability Company. Each Included Cooperative of MASA shall be formed and operate as a Limited Liability Company (“Included Cooperative”) and shall be in a cooperative association with MASA and other Included Cooperatives. MASA and each Included Cooperative shall be governed by the terms and conditions of this document and applicable Federal and applicable state and local law.

2. CONSTITUTED AUTHORITIES.The following constitute the governing bodies and authorities of MASA and of the Included Cooperatives:

1. Convocation of Members. The Convocation of Members constitutes the highest governing body of MASA and of the Included Cooperatives. This body sets long range policy goals and objectives and elects the MASA Board of Directors. Members shall have the rights, privileges, duties and power assigned to them as hereinafter set forth.
2. MASA Board of Directors. The Board of Directors of MASA is the duly constituted executive authority of MASA. The Board of Directors shall have all of the powers granted to governing boards of corporations and general partners of partnerships in the State of Montana, except as expressly reserved to others by this agreement. The composition, qualification, powers, duties and responsibilities of the Board of Directors are more particularly set forth hereinafter.
3. MASA General Manager. The Board of Directors of MASA shall appoint a General Manger for MASA, who shall serve at the pleasure of the Board of Directors. The qualifications, powers, duties and responsibilities of the General Manage of MASA is more particularly hereinafter set forth. The General Manager shall appoint subordinate officers, managers and advisors.
4. MASA Management Council. The Management Council of MASA is composed of the General Manager of MASA and the General Managers of the Included Cooperatives. The composition of the Management Council shall automatically expand or contract according to the number of Included Cooperative General Managers. The powers, duties, and responsibilities of the Management Council are set forth hereafter.
5. MASA Social Council. The Social Council of MASA is composed of one member of the Board of Directors of MASA appointed by the Board, the General Manager of MASA, three General Managers of Included Cooperatives, and five worker Members of Included Cooperatives who do not have supervisory duties. The composition, qualification, powers, duties and responsibilities of the MASA Social Council are more particularly set forth hereinafter. The Chairperson shall be elected from within the members of the Social Council. The composition, qualification, powers, duties and responsibilities of the Social Council are more particularly set forth hereinafter.
6. Included Cooperative. An Included Cooperative is a limited liability Company formed under the laws of a state of United States and is in a cooperative association with MASA and the other Included Cooperatives. Each Included Cooperative is owned eighty percent (80%) by the persons who have been admitted to membership in the Included Cooperative (IC Member) and twenty percent (20%) by Members by representation through MASA. Each Included Cooperative is subject to the terms and conditions of the Organizational Agreement and overall management by the Management Council, as hereinafter set forth.
7. General Assembly of Included Cooperatives. Each Included Cooperative shall have a General Assembly. This body sets long range policy goals and objectives for the Included Cooperative and elects the Governing Board of the Included Cooperative. The IC Membership of the General Assembly consists of Members of MASA who work in the Included Cooperative for an average of 25 hours a week over the prior three months before the vote(s) taken in the General Assembly.
8. Voting. Voting rights of such General Assembly are held by IC Members representing eighty percent (80%) of the voting rights of the General Assembly and Members of MASA acting through MASA, representing twenty percent (20%) of the voting rights of the General Assembly.
9. Included Cooperative General Managers. Each Included Cooperative shall have one General Manager appointed by the General Assembly of such Included Cooperative. Such General Manager shall be empowered to make all necessary and convenient executive decisions, except as otherwise limited, affecting the management of the specific Included Cooperative. The qualifications, powers, duties, and responsibilities of the Included Cooperative General Managers are more particularly set forth herein.
10. Included Cooperative Management Council. In each Included Cooperative, there shall be a Management Council. The Management Council of each Included Cooperative is composed of the General Manager of the Included Cooperative, two IC Members selected by the General Manger and three worker IC Members elected by the majority of the IC Members of the Included Cooperative. The powers, duties, and responsibilities of the Included Cooperative Management Council are set forth hereafter.
11. Included Cooperative Social Council. In each Included Cooperative there shall be a Social Council. The composition and election of members of the Social Council are more particularly set forth hereinafter. The Chairperson of the Social Council shall be elected from within the members of the Included Cooperative Social Council. The composition, qualification, powers, duties and responsibilities of the Included Cooperative Social Council are more particularly set forth hereinafter.
12. Ombudship. The Governing Board of MASA shall appoint a Member, other than a General Manger of MASA or the general manager of any Included Cooperative, or a member of the Governing Board of MASA, to the Ombudship, who shall serve at the pleasure of and report directly to the Governing Board of MASA. The qualifications, powers, duties and responsibilities of the Ombudship person are:
    
    1. Actively communicate with Members on all subjects affecting the rights, privileges, responsibilities of any Member and Officer of MASA.
    2. Receive and act on suggestions and complaints by any Member against another Member, MASA or any Included Cooperative.
    3. Examine and copy all written (including digital) records of MASA and of any Included Cooperative.
    4. Interview any Member of MASA relative to any suggestion or complaint.
    5. Report findings and recommendations to the Board of Governors of MASA with copies to appropriate Members or Included Cooperatives.

3. COMPOSITION, MEMBERSHIP, MEETINGS, VOTING, POWERS, RESPONSIBILITES AND RIGHTS OF THE CONVOCATION OF MEMBERS.

1. 1. Composition. Each person who becomes a IC Member of an Included Cooperative is automatically a Member of MASA and of the Convocation of Members. Any person who ceases to be an IC Member of an Included Cooperative, automatically ceases to be a member of MASA and of the Convocation of Members.
   2. Meetings. The Convocation of Members shall meet at least annually, and at such other times as is provided for special meetings. Unless otherwise fixed by action of the Convocation of Members, the annual meeting shall be held at 9:00 a.m. on February 1st of each year at the principal office of MASA. Notice of the date, time and place of meeting shall be mailed to the last known address of each Member. Such notices shall be mailed by the Secretary of the Convocation of Members at least 30 days in advance of the annual or special meeting. No meeting shall be held outside of Montana.
   3. Officers. There shall be a Chairperson, a Vice-chairperson and a Secretary appointed by a majority vote of the Members attending the annual meeting. Such officers shall serve four year terms. Such officers shall perform duties as set forth in Roberts Rules of Order unless other stated in this Organizational Agreement and as adopted by the Convocation.
   4. Agenda. Any member in good standing shall have the right to propose a resolution for consideration by the Convocation of Members. All such proposals shall be in writing and delivered to the Secretary of the Convocation of Members at least 45 days in advance of the annual meeting or special meeting.
   5. Voting. Each Member of MASA shall have the right to cast one vote, either in person or by proxy, for the election of persons to the Governing Board. In all other matters, the voting rights shall be as follows:
      
      1. Qualified votes. In addition to the above one-member one vote, each Member holding Units in MASA shall be entitled to cast one additional vote on all matters except election of members to the Board of Directors of MASA, for each ten thousand dollars ($10,000) of face amount of one or more certificates of Units held by such Member. Such Units may be voted in person or by proxy. The Board of Directors may reset the value of each MASA unit in accordance with generally accepted appraisal practices applied on a consistent basis. No decision of the Board shall reduce the value of any Unit to a value less than the fair market value of the assets contributed by a Member in exchange for Units issued to such Member, at the time of such issuance, unless, by clear and convincing evidence, the value of such assets so warrant a lesser value.
      2. Passage.
         
         1. Members of the Board of Directors. The election of Members to the Board of Directors shall be by plurality of the votes cast in person or by proxy, based on one member, one vote. The Member receiving the highest number of votes for the office for which such Member seeks election, shall be declared elected to that office. A member can hold only one office of Director at a time. Each voting Member may cast one vote for the office which is subject to election or recall. Cumulative voting is not permitted. In the case of recall, fifty-one percent of the votes in favor of recall shall recall the member of the Board of Directors against which such majority is cast.
         2. Resolutions affecting Units. All votes affecting the rights of holders of Units in MASA (Unit votes) shall require a two-thirds majority in favor other action proposed to be taken. No vote shall deprive the holder of any unit just compensation. Unit votes may be cast as to all matters except election of members of the Board of Directors of MASA.
         3. Resolutions affecting management. Unless otherwise specified, all votes for resolutions affecting the conduct of the business of MASA shall be passed by a simple majority of the Members present at the meeting or voting by proxy.
         4. Resolutions affecting of the Articles of Organization and the Organizational Agreement. All votes affecting the Articles of Organization and the Organizational Agreement shall be passed by a super-majority of Sixty-six percent (66%) of the outstanding number of Memberships of MASA. Voting shall be in person or by proxy at the meeting called for such purpose.
      3. Specific actions:
         
         1. By two-thirds majority vote, create and dissolve Included Cooperatives in compliance with laws of the United States of America and of each state having jurisdiction over a Included Cooperative.
         2. By a simple majority vote, acquire, create, and sell any business or legal entity (other than a Included Cooperative) necessary to convenient to the operation of MASA or any Included Cooperative thereof.
         3. By a two-thirds majority vote, dissolve MASA when insolvent, or file a proceeding in bankruptcy or make a general assignment for benefit of creditors.
         4. By a two-thirds majority vote, to sell or hypothecate all or substantially all of the assets of MASA and its Included Cooperatives
         5. By a two-thirds majority vote, to merge with another entity.
      4. Exclusion of representatives. No executor, trustee, administrator, receiver or other personal representative of a Member, include a voluntary and involuntary representative, shall have the right of voting. Persons who hold and exercise the proxy rights of other Members as evidenced by a duly signed proxy statement filed with the Secretary of the Convocation of Members prior to the specific vote, shall also be a Member in good standing.
   6. Powers. Members shall have the power to elect and recall members of the Board of Directors, to expel a Member or an Included Cooperative for just cause, to direct the Board of Directors to discharge the General Manager of MASA, to vote on all matters affecting changes to the Articles of Organization and the Organizational Agreement, to approve the formation of a new Included Cooperative or to terminate an Included Cooperative for consistent violation of the Organizational Agreement or for failure to make an annual profit within the past three years. The Members shall also approve all acquisitions and mergers having a cost to MASA in excess of $100,000, including principal amounts, insurance, taxes, all fees, premiums, transaction costs, investigations, audits, appraisals, brokerage fees and discounts.

4. QUALIFICATION AND DUTIES OF MEMBERS.

1. Qualification of Members. Members, to be qualified to vote, shall have the following qualifications: (1) A Member must in good standing with his or her respective Included Cooperative and MASA, and (2) be at least eighteen years of age, and (3) be an IC Member and work for at least 25 hours a week, average, for an Included Cooperative for the three months preceding the vote, and (4) not be declared by a court of competent jurisdiction to be mentally or emotionally impaired.
1. Capital Contributions. The Convocation of Members shall annual set the minimum amount each new Member must contribute to the capital of MASA. Unless otherwise set by the Convocation Members, the capital contribution required of new Members shall be $10,000 per Member in cash or in the net equitable fair market value of property transferred, or some combination. All Units shall be issued by MASA. The transfer of any assets to MASA or to an Included Cooperative in exchange for Units, may set forth in a contract, the conditions for the use, possession, maintenance and retirement of any one or more assets contributed in exchange for Units.
2. Probationary period. A person desiring to become a Member of an Included Cooperative and MASA shall, unless otherwise waived by the Board of Directors of MASA in exceptional cases, serve a probationary period of one year as a limited Member. Such limited membership does not include the right to vote nor does it require a capital contribution. Otherwise, such limited Member shall have all of the, rights, duties privileges and duties of a Member. After one year of satisfactory performance, a limited Member shall be offered a full Membership conditioned upon payment of the required capital contribution and signature of the Organizational Agreement.
3. Duties. Members shall:
   
   1. Pay such assessments per MASA Unit owned as they become due.
   2. Authorize the Included Cooperative to deduct from draws and/or profits otherwise to be paid to the person, the amount reasonably calculated as the Federal and/or state quarterly estimated personal earned income tax, estimated for the proposed draw or profit payment. All such sums as are deducted shall be forthwith transmitted by the Included Cooperative to the respective taxing authorities.
4. Unit Assessments.
   
   1. Units held by Members may be assessed per unit in an amount set by the MASA Board of Directors.
   2. Such assessment shall be paid in not later than thirty days from and after written notice of such assessment is made. A longer time may be specified by the Board of Directors. Extensions of time to pay may be granted by the Management Council upon a reasonable showing of hardship. Notice is deemed complete upon the mailing of such assessment notice in ordinary course of the U.S. Postal Service.
5. Upon payment of such assessment, there shall be issued to each such paying Included Cooperative General Member, such additional Units (to the nearest whole unit) equal to the amount of assessment so paid.
6. Withdrawal and Retirement.
   
   1. Retirement. Upon attaining the age of seventy-five (75), any Member who has worked, cumulatively, for MASA and/or an Included Cooperative for a cumulative period of twenty years, shall be entitled to retire from active service. Such retired person shall be entitled to withdraw his or her capital account over a five year period from and after retirement, as hereinafter provided. Further, such retired person shall be entitled to a pension in an amount set by the Convocation of Members, taking into consideration the assets and cash flow available to such retired Member, and taking into consideration the needs of such person. The amount may be changed as the needs of the retired person and the availability of MASA funds permit. Such pension is at the discretion of the Convocation of Members and is not subject to hypothecation, levy by creditors or assignment or transfer by the retired Member, or to the transfer voluntarily or by operation of law.
   2. Withdrawing Member. A Member may withdraw from MASA and any Included Cooperative, upon giving the Secretary of the Convocation of Members written notice of intent to withdraw at least 90 days prior to actual withdrawal. Upon the effective date of withdrawal, the withdrawing Member shall be entitled to receive the amount of his or her capital account, and any unpaid amount in his or her drawing account for the month ending prior to the effective date of withdrawal, less any sums due or coming due MASA or any Included Cooperative. Such withdrawing member shall not be entitled to payment for any accrued benefit.
   3. Payments. Payment of the capital account to a retired or withdrawing Member shall be paid in 60 installments, with simple annual interest at five percent on the declining balance, monthly on the last day of each month following the effective date of retirement or withdrawal. Pensions shall be paid to retired Members monthly on the first day of the month, commencing with the first day of the month following the effective date of retirement.
   4. Levy. Should any creditor purport to levy upon any funds or Units belonging to or payable or to become payable to a Member, a retired or withdrawing Member, shall pay, as a prior condition to the effectiveness of any such levy, all estimated taxes, imposed taxes, penalties and interest which have been or could lawfully be levied upon the retired or withdrawing Member. Legal title to all such funds shall remain in MASA until such sums are actually paid. As a condition prior to levy, any levying officer on behalf of the creditor, or the creditor, shall present to MASA, certified proof of payment of such taxes, penalties and interest.
   5. Units. Units shall be issued to Members of MASA in accordance with this Organizational Agreement and the laws of the United States of America and of Montana, and where applicable, the laws of any other government having jurisdiction over the issuance of such Units. Such Units may be transferred only to another Member without the consent of MASA. Units shall not be transferred to any other person or entity without the express prior approval of the Board of Directors of MASA. “Units”, include proxies, powers, assignments, hypothecations, powers of attorney, distribution by will or intestate succession, assignment for benefit of creditors, levy and bankruptcy, and all other transfers whether voluntary or involuntary. The approval by the Board of Directors shall not be unreasonably withheld or delayed more than thirty days after such request shall have been filed with the Secretary of the Board. The Board, shall as a condition of transfer, determine the fair market value of such Units, and, after having made such determination, may exercise on behalf of MASA and all of its members, a right of first refusal to purchase such Units at such value as shall have been determined. The determination of value by the Board shall be in accordance with standard business appraisal practices applied on a consistent basis. Should such Units be purchased by MASA, it shall pay the price within 60 days of the filing of the request for permission to transfer. No third party person or firm shall by levy, liquidation, bankruptcy, nor voluntary or involuntary assignment, succeed to the powers and authorities of the Board to exercise the right of purchase as herein contained. The Board may condition its approval of transfer upon the prior or concurrent payment to MASA and/or any Included Cooperative, of any and all outstanding debts owed by such transferring member to MASA or an Included Cooperative.
   6. Unit Register. The Secretary of the Convocation of Members shall maintain a register of the issuance, repurchase and transfer of all Units.

5. QUALIFICATIONS, DUTIES AND POWERS OF THE BOARD OF DIRECTORS OF MASA.The Board of Directors of MASA shall have the following rights, and shall perform the following duties:

1. Appointments. Appoint a Chairperson, a Vice-Chairperson, and a Secretary from among its members and provide for their duties and staff support.
2. Meetings. The Board shall hold regular meetings at least monthly and special meetings at the request of the Chairperson, the General Manager or by petition of the Members of MASA, signed by the holders of ten percent of all voting Units of MASA, filed with the Secretary of the Board. Special meetings by petition must be held within 30 days of filing the qualified petition.
3. General Manager. Appoint a General Manager of MASA, to serve at the pleasure of the Board. The Board may set forth the powers, authorities, duties and responsibilities of the General Manager. Within the guidelines of compensation policy set by the Convocation of Members and upon the advice of the Social Council, the Board shall set the compensation to be paid to the General Manager, including draws and benefits.
4. Policy. The Board shall set goals and objectives for MASA and determine general policies applicable to MASA and the Included Companies, which are consistent with this Agreement and the policies adopted by the Convocation of Members.
5. Communications. The Board shall have the obligation to respond in writing, in a timely manner, to all requests, suggestions, comments, objections, criticisms, and protests filed in writing by a Member with the Secretary of the Board. “Writing” includes digital communications.
6. Recommendations. The Board shall make recommendations to the Convocation of Members for adoption of resolutions and policy matters.
7. Duties. The Board shall have the following duties and authorities:
   
   1. Set the fair market value Unit shall be set for MASA Units not less often than quarterly. Such unit values as set shall be binding on all Members, their spouses, heirs, personal representatives, and assigns, for the ensuing quarter and until the next setting of unit values. The unit value for each Included Cooperative shall be set, taking into consideration and giving appropriate weight to the following factors:
      
      1. The profit and losses, year-to-date and for the prior quarter.
      2. The prospective profit and losses for the next twelve months.
      3. The value of the assets in terms of fair market value.
      4. The amount of debt and other encumbrances.
      5. The market trends in the industry in which the Included Cooperatives are engaged.
      6. The probable effect of government taxation and regulations.
      7. The relative need of the MASA or the Included Cooperative to conserve capital, solicit new Members, solicit the purchase of more Units by existing Members.
      8. The stability of the workforce.
      9. Job performance.
      10. Member satisfaction with MASA and the Included Cooperative.
   2. Consider and respond in a timely manner to the recommendations by the respective Included Cooperative Social Council and Included Cooperative General Manager.

6. QUALIFICATIONS, DUTIES AND POWERS OF THE MANAGEMENT COUNCIL OF MASA.The Management Council shall have the following rights and shall perform the following duties:

1. Meetings. Hold meetings not less often than quarterly. Meetings can be held personally or by digital means which provide all members the opportunity to hear, be heard and to record votes, or by any reasonable combination of personal and digital meetings. The Management Council shall host an annual meeting during the last week of December of each year to which all General Managers and Boards of Directors of MASA and of all Included Cooperatives are invited to attend, to ask questions of the Management Council and receive reasonable and timely responses.
2. Appointments. Appoint persons to and to remove persons from positions as staff to the Management Council.
3. Guidelines for business. Create and modify guidelines and goals for doing business.
4. Formations. Recommend the formation of new Included Cooperatives and the acquisitions and mergers with exiting businesses.
5. Guidelines for draws and profit sharing. Create and modify guidelines for establishing Member draws and Included Cooperatives of profit sharing.
6. Guidelines for temporary and part-time employees. Create and modify guidelines for base draws and benefits of Members and wages and benefits for temporary and part-time employees.
7. Recommendations. Receive recommendations from Included Cooperative General Managers and Included Cooperative Management Councils and Social Councils and respond reasonably to such recommendations.
8. Ombudship reports. Receive and reasonably act on reports from the Ombudship person.

7. QUALIFICATIONS, DUTIES AND POWERS OF THE SOCIAL COUNCIL OF MASA.The Social Council of MASA shall have the rights and perform the duties as follows:

1. Qualification. Members of the MASA Social Council shall Members in good standing and shall be chosen for their ability to communicate, be good listeners, have a good sense of humor, take seriously serious matters, be able to conduct business in a rational manner, and come to conclusions, after discussion, in a relatively short time.
2. Appointments. Appoint a Chairperson, Vice-Chairperson and Secretary from among its members. The Chairman shall assign duties and projects and maintain management of the work of the Social Council so that the work is accomplished within reasonable schedules.
3. Duties. The duties of the Social Council are:
   
   1. Maintain communication among all Members and between the Members and management. At a minimum the Social Council shall maintain a website with forums, email and chat rooms for use by Members. A monthly eNewsletter shall be published. The Social Council may maintain other means of communication for Members of MASA, with social councils of Included Companies, and the general public.
   2. Formulate recommendations to the Governing Board and the Convocation of Members relative to the operation and management of MASA, or of any Included Cooperative, and to comment on any recommendation as may be made to the Convocation of Members by any element of MASA.
   3. The Social Council shall have an affirmative duty to inquire in the welfare, health, working conditions, compensation, and treatment of any one or a group of Members and into the operations of MASA and of any Included Cooperative. It is the duty of the Social Council to receive and act on all reports made to it by the Ombudship person.
   4. The Social Council shall have an affirmative duty to reach-out to the community and regions in which MASA is active, to health, welfare, social and cultural organizations and offer advice and assistance where warranted, and to engage in discourse about the human, animal, environmental, and economic needs of the communities and of the regions.
   5. Establish and maintain a Code of Honor for the ethical conduct of all aspects of MASA and the Included Companies, and to investigate and make recommendations respective breaches of the Code of Honor by any Member, employee, contractor, or entity of MASA.
   6. Establish and operate an awards program for all Members, including beneficial suggestions, outstanding performance, creative solutions, perseverance and honesty.
   7. Establish and operate an awards programs for members of the public who contribute to MASA, to an Included Cooperative or to the community or region.
   8. Setup an independent minor grievance process by which any person who is aggrieved by any action or failure to act by MASA, its Included Companies or any Member, can file a statement, have such state read at a meeting of the Social Council, and receive a timely and relevant reply.
   9. Participate in mass or by representative in civic ceremonies, public and private meetings at which there is discussed, matters of interest to the Social Council.
4. Support. MASA shall provide staff support and other customary resources for the proper, timely and efficient operation of the Social Council.
5. Compensation. Members who serve on the Social Council shall be paid the same as if they were performing their normal work, regardless of the number of hours spent on Social Council matters.
6. Records. The Included Cooperative Social Council shall be entitled to examine all of the books and records of the Included Cooperative and ask relevant questions of the Included Cooperative General Manager, to which the Included Cooperative General Manager shall respond in a timely and reasonable manner.

8. QUALIFICATIONS, DUTIES AND POWERS OF THE GOVERNING BOARD OF INCLUDED COOPERATIVES.

1. Qualifications. The Governing Board of each Included Cooperative shall consist of at least one and not to exceed five IC Members, with the exact number determined by the General Assembly of the Included Cooperative.
2. Powers and duties. The Governing Board of each Included Cooperative shall be substantially the same powers and duties as MASA Board of Directors, except as to matters peculiar to MASA.

9. QUALIFICATIONS, DUTIES AND POWERS OF THE MANAGEMENT COUNCIL OF INCLUDED COOPERATIVES.

1. 1. Management Council. In each Included Cooperative, there shall be a Management Council. The Management Council of each Included Cooperative is composed of the General Manager of the Included Cooperative, two IC Members selected by the General Manger and three worker IC Members elected by the majority of the IC Members of the Included Cooperative. All members serve at the pleasure of their respective appointing authorities.
   2. Powers and duties. The Management Council of each Included Cooperative shall be substantially the same powers and duties as MASA Management Council, except as to matters peculiar to MASA.

10. QUALIFICATIONS, DUTIES AND POWERS OF THE SOCIAL COUNCIL OF INCLUDED COOPERATIVES.

1. Qualifications and membership. The Social Council of each Included Cooperative is composed of one member of the Governing Board of the Included Cooperative, appointed by the Board, the General Manager of the Included Cooperative, and three IC Members of Included Cooperatives who do not have supervisory duties.
2. Powers and duties. The powers, duties and responsibilities of the IC Social Council are substantially the same as those of the MASA Social Council, except as to matters peculiar to MASA.

1. QUALIFICATIONS, APPOINTMENT AND DUTIES OF A INCLUDED COOPERATIVE GENERAL MANAGER
   
   1. Qualifications. The qualifications of a Included Cooperative General Manager shall be as follows:
      
      1. An Included Cooperative General Manager shall be a Member of MASA and of the Included Cooperative and in good standing with MASA and the Included Cooperative.
      2. Each Included Cooperative General Manager shall own at least one MASA Unit.
      3. Each Included Cooperative General Manager shall have at least five years management experience in the operation of a Included Cooperative or a similar enterprise, unless such experience requirement is waived by a majority of the Included Cooperative General Assembly.
      4. Each Included Cooperative General Manager shall be of sound judgment and good moral character. Conviction of any felony disqualifies a person from becoming or holding the position of a Included Cooperative General Manager
   2. Appointment.
      
      1. An Included Cooperative General Manager shall, unless otherwise stated herein, be elected by the General Assembly of the Included Cooperative by a majority of the IC Members.
      2. A Included Cooperative General Manager shall be appoint by the MASA Management Council under the following circumstances:
         
         1. Upon the formation of the Included Cooperative.
         2. When, after three votes by the Included Cooperative General Assembly, no person has a simple majority vote in his or her favor.
         3. When, after the then existing Included Cooperative General Manager(s) resigns, or is removed or substantially fails to perform his/her duties, the MASA Management Council may appoint an interim Included Cooperative General Manager until a permanent one is elected by the Included Cooperative.
         4. Upon the election to dissolve and wind-up a Included Cooperative.
   3. Tenure. An Included Cooperative General Manager shall serve a four year term and until his/her successor is appointed and assumes the duties of the office. Appointment of Included Cooperative General Manager shall be by a simple majority of Members entitled to vote. Unless otherwise fixed by the General Assembly of the Included Cooperative, the vote shall be held on the first day of December of the year the term expires, with the new term to commence on the first day of the ensuing January. A Included Cooperative General Manager may be removed by a two-thirds vote of the General Assembly of the Included.
   4. Duties: Included Cooperative General Manager(s) shall have and perform the following duties:
      
      1. Convene quarterly or more often, meetings of the Included Cooperative General Assembly at which all business matters may be discussed. A verbatim record shall be kept of such meetings and a summary shall be prepared and posted on the Intranet of the Included Cooperative.
      2. Report back to the Included Cooperative Social Council in a timely manner, on such recommendations as are adopted by the Included Cooperative Social Council, indicating action taken or action not taken and the reasons for each.
      3. Propose to the Management Council recommendations adopted by the majority of the Included Cooperative General Assembly and of the Social Council affecting MASA or the Included Cooperative.
      4. Manage the Included Cooperative as the chief executive official and general manager. Such duties include and are not limited to:
         
         1. Undertake all personnel actions of employees of the Included Cooperative, including hire, fire, discipline, transfer, pay and benefits.
         2. Pay the amount of Membership draws for each Member of the Included Cooperative as determined by the Included Cooperative General Assembly.
         3. Assert the rights of the Included Cooperative and defend the rights of the Included Cooperative in all forums and as to all governments. Authority is hereby given to each Included Cooperative General Manager to appear in all administrative and judicial proceedings for and on behalf of the Included Cooperative, both as principal or as attorney-in-fact or as both principal and attorney-in-fact.
      5. Execute such orders as given by the Governing Board.
      6. Maintain the books and records of the Included Cooperative in accordance with generally accepted accounting principals applied on a consistent basis and as the Governing Board may instruct.
      7. Render such reports as are required by taxing authorities and cause such taxes as are found to be due, to be paid from Included Cooperative funds, on a timely basis. The Included Cooperative General Manager is designated as the Tax Agent with Power of Attorney for the Included Cooperative, unless a different general Member of the Included Cooperative is otherwise designated by the Governing Board.

11. INCLUDED COOPERATIVE SOCIAL COUNCIL.

1. Formation, membership

Each Included Cooperative shall have a Social Council consisting of five Members, one of whom are appointed by the General Assembly, one of whom is appointed by the Governing Board, one of whom is appointed by the Included Cooperative General Manager and three of whom are elected by the IC Members by a majority vote. All members of the Social Council shall be in good standing as IC Members.

2. Tenure

Members of the Social Council shall serve a four year term and until his/her successor is appointed and assumes the duties.

3. Meet and confer

The Included Cooperative Social Council shall meet and confer with the Included Cooperative General Manager and the Governing Board at least on a quarterly basis and more often, as circumstances demand. Meetings and conference may be held in any convenient place and by any convenient personal or digital means, as determined by the Included Cooperative General Manager.

1. Duties.
   
   1. The Included Cooperative Social Council shall be entitled to examine all of the books and records of the Included Cooperative and ask relevant questions of the Included Cooperative General Manager, to which the Included Cooperative General Manager shall respond in a timely and reasonable manner.
   2. The Included Cooperative Social Council shall recommend to the MASA Social Council, the structure of the Basic Draw to be distributed to the Members of the Included Cooperatives for work performed.
   3. The Included Cooperative Social Council shall recommend to the MASA Social Council, the share of quarterly profits to be distributed to the Members of the Included Cooperative holding unit in the Included Cooperative.
   4. The Included Cooperative Social Council shall recommend to the MASA Social Council awards to be made to Members and to members of the general public for outstanding contributions to the success of cooperatives and the community.
1. VOTING RIGHTS
   
   1. General Rights and voting; transfer of Units.
      
      1. Voting rights. Each Member shall have one vote for the election of a member of the Governing Board. The holder of Units of the Included Cooperative LLC may cast one vote for each unit so held for all matters other than the election of a member of the Governing Board. Such voting shall be non-cumulative. Votes at a meeting may be in writing or received in digital form. Any IC Member wishing a written ballot must so demand prior to the vote being called. The Secretary of the meeting shall maintain a record of the owners of all Units of the Included Cooperative.
      2. Proxy. The holder of a unit (“Proxor”) may grant another unit holder (“Proxee”) to caste a vote for on and on behalf of the Proxor for each unit for which a written proxy statement is filed with the Secretary of the meeting prior to or at the time of any vote. Such proxy statements may be in paper or digital form. If in digital form, the signature of the Proxor shall be authenticated with a digital certificate. Such proxy authority may be revoked at anytime by the Proxor by the filing a revocation of the proxy statement in the same manner as is allowed for proxy statements. Proxy Statements may be limited the authority of the Proxee as to time, which propositions are subject to the proxy vote and how the proxy vote is to be caste. The life and terms and conditions of each proxy statement are subject to the laws of Montana.
      3. Records. The Secretary of the meeting shall maintain a record of all propositions, the vote on the same and the status of Proxy Statements. Such record is open to inspection and copying by any Member.

12. GUIDELINES.The following guidelines are for the benefit of all Members and encourage the growth of IC’s in the direction of a profitable, sustainable member of the Ethical Sector:

1. Honor Code. The MASA Social Council is given the responsibility to develop and maintain a highly ethical work, business and social environment. The Honor Code is one of the foundation documents which specifies ethical conduct and warns against unethical conduct. The MASA Honor Code is binding on all Members and indirectly to their dependents under their care, custody and control.
2. Campus. The “Econo Campus” is more than an experiment. It is an ecovillage, a community, a place where work and caring mix on a daily basis. It provides for basic residential and utility needs at the lowest reasonable cost to the Included Cooperative and at no direct cost to the IC Members. Such arrangements yield a higher standard of living than a typical independent worker could afford if living independently and especially if living in a city.

All Included Cooperatives are strongly encouraged to develop their own style of a campus, best suited to the needs of the workers. Included Companies are hereby given the authority to require all IC Members to live and work on the campus developed by such Included Cooperative. The terms and conditions of requirements shall be developed by the MASA Social Council as a general guide and refined by the Included Social Council of the Included Cooperative. The arrangements shall be in written contract form and signed by all IC Members of the Included Cooperative.

1. Networking. All Members are encouraged to develop on a personal, family and cooperative level, beneficial contacts and relationships with other MASA and non-MASA cooperatives on a local, regional, national and global basis. The purposes are to recruit new members for MASA and its IC’s, to strengthen internal social, business and cultural relationships, and to provide for knowledge exchange in the form of education and on-the-job skill attainment.
2. Innovation. Innovation is one of the keys to financial success of most businesses. Each Social Council has been given the duty to provide for award systems for both IC Members and members of the general public who contribute beneficial ideas in aid of the missions of MASA and the IC’s. Not all ideas are good, work or are beneficial, yet generating and rewarding the stream of ideas is critical to the success of MASA over the long haul – even ideas which, at the present, do not seem feasible. The MASA Social Council, should early in its existence, add to its web site an “Idea Bank” in the form of a Wikipedia forum as to which ideas can be recorded in a searchable database.
3. Education. As a part of the critical path to success, education of the Members is vital to our success. To that end, each IC needs to develop a suitable educational plan for all of its members. The more creative the plan, the greater its probability of success. Education objectives can be accomplished in a number of ways or in a combination of ways:
   
   1. On-the-job training
   2. Adult learning such as Regional Occupation Programs, extension courses and adult education, both face-to-face and online.
   3. Attending a college, technical school or university on a leave of absence.
   4. Attending seminars which are tightly focused on needs of the IC’s or MASA.
   5. Self-taught by subscribing to periodicals, reading books, visiting websites.
   6. Attending IC sponsored training. For instance, an IC would decide to offer Saturday morning breakfast followed by a two or three hour seminar on various important topics, lead by experts in the field.
   7. The Social Council should recommend guidelines for education and provide the methods by which increased productivity from such education is used as a specific reward for those who attain useful education.
4. Dispute resolution. Dispute resolution is critical to the long-term success of MASA and the IC’s. The Social Council is given duty to create and perfect minor dispute resolution mechanisms, including the appointment of a local person to the local Ombudship, engagement of personal and family counselors, use of mediation and arbitration, and other plans to increase the “social glue” among Members.

13. PROFITS, LOSSES, CAPITAL ACCOUNTS, DRAWING ACCOUNTS AND DISTRIBUTIONS.

1. Distributions: From the net profits earned by MASA and by each Included Cooperative, there shall be remitted the following:
   
   1. Research and Development. Two percent (2%) of all net profits shall be remitted to MASA for the research and development, administered by the Board of Governors of MASA as the Research and Development Fund.
   2. Formations. Two percent (2%) shall be remitted to MASA for the formation of new cooperatives and the expansion of existing cooperatives, administered by the Board of Governors of MASA as the Innovation Fund.
   3. Education. Two percent (2%) of all net profits shall be remitted to MASA for the education of Members and their dependents, administered by the Board of Governors of MASA as the Education Fund.
   4. Benefits. Five percent (6%) of all net profits shall be remitted to MASA for vacation, unemployment, personal time, health, wellness and retirement pensions, administered by the Social Council of MASA as the Benefits Fund.
   5. Community outreach. Two percent (2%) of all net profits of all net profits shall be remitted to MASA for the purpose of outreach to the communities in which MASA and the Included Cooperatives maintain operations, administered by the Social Council of MASA as the Community Fund.
   6. Reserve account. Twenty percent (20%) of all net profits shall be remitted to MASA as a reserve account to off-set future losses, to allow for the replacement of property, and other lawful objectives.
   7. Pooling of profits and losses. The net profits remaining after remittances have been made to MASA for the above funds shall be pooled as follows. Eight-percent of all such annual profits and losses shall be remain available to the Included Cooperative earning such profit or suffering such loss. Twenty percent of all such annual profits and losses shall be pooled with MASA and with all other Included Cooperatives.
2. Member Basic Draws. From general revenue earned by MASA and each the respective Included Cooperatives, there shall be paid to each Member, a Basic Draw in an amount and at times as determined by the Board of Directors of MASA on the advice and consent of the MASA Social Council and with the advice of the Included Cooperative Social Councils. The amount shall be not less than the mandated minimum state or federal wage, which ever is greater, and shall be based on the average cost of living for comparable workers in the general community or region. Wage differentials for categories of work may be established by the MASA Social Council with reasonably reflect the following criteria:
   
   1. Academic education
   2. Non-academic education and training
   3. Job experience
   4. Job performance
   5. Difficulty of job
   6. Job related risk which are successfully managed by the worker.
   7. Reasonable cost of living of the worker and legal dependents.
   8. Degree to which worker maintains and enhances cooperative relationships with fellow workers.
3. Capital accounts. Each Member shall have a capital account. Each quarter there shall be paid from available profits net after the deduction for the remittances described above, ten percent (10%) of such net profits or so much of such percentage is available, to each Member’s Capital Fund. Distribution of such payments among the Members shall be based on the pro-rata amount of Basic Draw paid to each Member as such amount bears to the total of all such Basic Draws paid to all Members. Such amounts shall be held in trust by MASA for remittance to Members who retire or withdraw from MASA. All such funds shall be segregated from all other MASA funds and invested in securities or equities rated AAA by Standard and Poor’s or other national investment rating service.
4. Profit sharing. The balance of the net profits earned by an Included Cooperative shall be paid to IC Members quarterly in the arrears as additional draws. Distribution of such payments among the Members shall be based on the pro-rata amount of Basic Draw paid to each Member as such amount bears to the total of all such Basic Draws paid to all Members.
5. Limitation on distributions. The combination of Basic Wage, contributions to the capital account and profit sharing shall not exceed for any person either as a Member or an employee of MASA or of an Included Cooperative, in excess of four times the combined compensation paid to the lowest paid Member. The term, “lowest paid Member” does not include pay for seasonal or temporary, non-Member employees, consultants, volunteers, interns, apprentices, scholarship recipients, fellowship recipients or Members whose compensation for work is paid directly by third parties. For purposes of determining “lowest paid Member” only, all benefits received and to be received by the “lowest paid Member” shall be considered in determining the lowest pay. The Convocation of Members shall, annually, examine the ratio and determine if such ratio needs to be adjusted in order to attract and/or continue the employment of highly skilled, critically necessary Members. Adjustments of the ratio may be made by a majority vote of the Convocation of Members on individual cases based on recommendations of the Board of Directors of MASA and the advice and consent of the MASA Social Council.
6. Deductions. Each Member hereby authorizes MASA to withhold from Basic Draws, Capital Account contributions, and from Profit Sharing draws, the estimated taxes upon such income and remit such sums in a timely manner to the appropriate taxing authorities on behalf of the respective Members.
7. Dissolution of Included Cooperatives. Upon the dissolution of any Included Cooperative, eighty percent of the net realized funds shall be paid to the Members of the Included Cooperative holding Units, to the extent of the value thereof as determined periodically by the Board of Directors of MASA, less all debts the holder of the Units owe to the Included Cooperative or MASA. Any balance of funds thereafter remaining shall be distributed pro-rate to each Member of an Included Company.
8. Dissolution of MASA. Upon the dissolution of MASA and all Included Cooperatives, after all lawful debts have been paid or provisions for their payment secured, funds shall be paid to holders of the Units to the extent thereof on a pro-rata basis. Funds remaining after such payment for Units, shall be distributed pro-rata to all of the Members of MASA.

14. LEGAL MATTERS

1. Covenants. The covenant of good faith and fair dealings shall apply to all matters.
2. Time. Time is of the essence.
3. Headings. Paragraph and sub-paragraph headings are for general information and do not control the provision under each such heading or sub-heading.
4. Laws. The laws of the State of Montana shall be applied to the interpretation and enforcement of this Organizational Agreement.
5. Venue. Venue for purposes of court proceedings shall be in the District Court for Gallatin County, Montana.
6. Disputes. Minor grievances shall be addressed as set forth in the procedures adopted by the MASA Social Council. Major disputes shall be resolved by binding arbitration in accordance with the laws relating to arbitration as adopted and amended, from time to time, by the State of Montana.
7. Vacancies. Should any office be vacant and no Member volunteers to take such office, the Board of Directors as to MASA and the Governing Board as to any Included Cooperative, shall appoint a suitable person to fill such office. If there is fewer than the required persons to establish a council or board, then the appointing or electing authority may reduce the number of required Members to one or as many as are willing to serve.
8. Severability. Should any provision, clause, paragraph or power be declared void, voidable or unlawful, such provision, clause or paragraph shall be considered not a part of this Organizational Agreement and the balance shall be enforced the same as if such void, voidable or unlawful provision was never a part of this Organizational Agreement.
9. Notices. Notices shall be in writing and communicated by U.S. mail to the last known address on record with the Secretary of MASA or the Included Cooperative, as the case may be. Such notice is effective when mailed at least three days prior to the beginning of any required notice period. Personal delivery shall constitute notice when delivered. Delivery by email shall constitute notice and shall be effective when delivered.
10. Confidential matters. All Members shall hold in confidence trade secrets entrusted to them or learned by them concerning MASA and its Included Cooperatives and not divulge the contents thereof or copy the same for purpose of divulgence, except as permitted by the respective General Manager of MASA or the relevant Included Cooperative. This provision is specifically enforceable by arbitration and by court proceeding in lieu of or in addition to arbitration. It is agreed that disclosure of trade secrets will cause irreparable harm which cannot readily be compensated by a money judgment.
11. Treatment. MASA and all Included Cooperatives shall have limited liability, limited to the assets of the respective entity. No Member, officer, director, employee or agent of MASA or the Included Cooperatives shall be personally liable for the any debts of MASA or of the Included Cooperatives.
12. Counterpart. This Organizational Agreement shall be effective as to all persons who sign counter-part originals either manually or digitally.

15. EFFECTIVE DATES

1. Articles of Organization. The Articles of Organization became effective on _____________ upon the filing of such articles with the Secretary of State of the State of Montana. A true copy of said articles are attached hereto as Appendix A and by this reference incorporated herein.
2. Organizational Agreement. This Organizational Agreement is effective on the date that three qualified persons execute this agreement as Founding General Members, as set forth below. Subsequent resignation of all but one of such Founding General Members does not affect the effectiveness of this Organizational Agreement.

WHEREFORE, the undersigned, being the Founding General Members of Mutual Aid and Security Society of America do hereby agree as set forth above. Dated:

______________________ _______________________ James E. Miller Founding General Member Founding General Member

______________________ _______________________
Founding General Member Member

MASA ORGANIZATIONAL AGREEMENT.doc
Wednesday, November 03, 2004 8:18 p.m.