Article I. Name, Purpose, and Principles

Section 1. Name

The name of the cooperative is IRL Cooperative, operating as IRL Cooperative DAO LLC, a Wyoming member-managed decentralized autonomous organization (hereafter "the Cooperative" or "IRL.coop").

Section 2. Purpose

The Cooperative operates as IRL Cooperative DAO LLC and exists to design, operate, and steward digital tools and infrastructure that support real-world cooperation, mutual aid, and collective governance among its members and communities. Its purposes include:

• Providing a shared, member-owned platform for organizing events, projects, and mutual support.
• Enabling member-controlled data, identity, and governance, with an emphasis on privacy, autonomy, and interoperability.
• Supporting sustainable livelihoods and fair compensation for members who contribute labor, expertise, or other value to the platform.
• Advancing cooperative values and practices in digital and physical spaces.

Section 3. Cooperative Principles

The Cooperative shall operate in accordance with the Cooperative Principles as articulated by the International Cooperative Alliance, including: voluntary and open membership, democratic member control, member economic participation, autonomy and independence, education and training, cooperation among cooperatives, and concern for community.

Article II. Membership

Section 1. Classes of Membership

The Cooperative may have one or more classes of members, as defined by resolution of the General Membership and recorded in a Membership Policy, including but not limited to:

• User Members – individuals or organizations who use the platform for their own projects, events, or groups.
• Worker Members – individuals whose primary relationship with the Cooperative is providing labor, development, operations, or support.
• Community/Partner Members – organizations collaborating with the Cooperative to support aligned communities or networks.

Each class's specific rights, responsibilities, and eligibility criteria shall be defined in the Membership Policy, consistent with these bylaws and the Operating Agreement.

Section 2. Eligibility

Membership is open to any individual or entity that:

1. Supports the Cooperative's purpose and values.
2. Meets the eligibility criteria for their membership class.
3. Agrees to be bound by these bylaws, the Operating Agreement, and adopted policies.
4. Completes the membership application and is admitted pursuant to procedures established by the Board.

Section 3. Admission of Members

Procedures for admission, including any onboarding process, member agreements, or dues, shall be specified by the Board in a Membership Policy and made accessible to prospective members.

Section 4. Rights of Members

Unless otherwise limited by membership class:

• Each member has one vote on matters submitted to the membership.
• Members may run for and serve on the Board subject to eligibility requirements.
• Members may submit proposals as defined in these bylaws and relevant policies.
• Members are entitled to transparent access to key governance documents, policies, and high-level financial information, subject to reasonable privacy and security constraints.

Article III. Meetings of Members

Section 1. Annual General Meeting

The Cooperative shall hold at least one Annual General Meeting (AGM) of members each year at a date and format (including online, hybrid, or in-person) determined by the Board.

Section 2. Special Meetings

Special meetings of the membership may be called by a majority vote of the Board, or by petition of a minimum percentage of members (e.g., 10–15%), as specified by policy.

Article IV. Governance and Decision-Making

Section 1. Governance Framework

IRL.coop is governed by:

1. IRL Cooperative DAO LLC (legal entity) and its Wyoming statutory obligations
2. Deployed smart contracts (legal supremacy per Articles of Organization Article VII)
3. The General Membership, which holds ultimate authority over bylaws and policies
4. A Board of Directors, accountable to the membership
5. Core Control Triumvirate (Technical, Governance, Economic Stewards) per Operating Agreement Article 4

Section 7. Smart Contract Integration

On-chain decisions executed through the smart contracts identified in the Articles of Organization (Article VII) are binding on the Cooperative. Smart contract supremacy takes precedence over Board or steward decisions in case of conflict, per the Operating Agreement and Wyoming DAO law.