Preamble

IRL Cooperative DAO LLC (the "Company"), formed under the Wyoming Limited Liability Company Act (W.S. § 17-29-101 et seq.) and the Decentralized Autonomous Organization Supplement (W.S. § 17-31-101 et seq.), hereby adopts this Operating Agreement (the "Agreement") to govern its internal affairs, management structure, and relationship between the Company and its members.

This Agreement incorporates by reference:

1. The Articles of Organization filed with the Wyoming Secretary of State.
2. The IRL.coop Bylaws (Exhibit A).
3. The smart contracts identified in the Articles of Organization.

Article 1. Formation and Name

1.1 Legal Entity. The Company is a member-managed Wyoming DAO LLC existing perpetually unless dissolved per this Agreement and Wyoming law.

1.2 Name. IRL Cooperative DAO LLC.

1.3 Purpose. As stated in Articles of Organization Article V, with specific activities governed by the Bylaws.

Article 2. Membership and Membership Interests

2.1 Membership Classes. Membership interests correspond 1:1 to classes defined in Bylaws Article II, Section 1 (User Members, Worker Members, Community Members).

2.2 One Member, One Vote. Each member holds equal voting rights regardless of class, per Bylaws Article III, Section 5.

2.4 No Transferable Shares. Membership interests are personal and non-transferable except by operation of the Bylaws and member approval processes.

Article 3. Management Structure

3.1 Member-Managed DAO. Authority is distributed among members via the General Membership, Board of Directors, and the Core Control Triumvirate.

3.2 No Unilateral Control. No natural person exercises "substantial control" individually. All major decisions require distributed approval.

Article 4. Core Control Triumvirate

4.1 Roles. The Company is managed day-to-day by three Stewards, appointed by Board resolution:

4.2 Decision Thresholds

Article 5. Smart Contract Authority

5.1 Legal Supremacy. Smart contracts identified in Articles of Organization Article VII govern on-chain decisions and are legally binding.

5.3 Overrides. Smart contract decisions may be overridden only by a 75% supermajority of voting members, judicial determination of fundamental malfunction, or Wyoming statutory requirement.

Article 8. Economic Rights and Distributions

8.1 Patronage. Surplus allocation follows Bylaws Article VI, Section 1 (surplus is distributed to members based on participation).

8.2 Treasury. Managed via 3-of-5 multisig per smart contracts.