A Wyoming Decentralized Autonomous Organization Limited Liability Company
Effective Date: 2026-06-01 (supersedes 2026-05-31)
Prepared with AI assistance for the founding member. Version 2026-06-01.
1.1 Name. The name of this Decentralized Autonomous Organization Limited Liability Company is soli.coop Wyoming DAO LLC (the 'Company'), formerly known as decentralize.club DAO LLC. The name change was filed with the Wyoming Secretary of State on 2026-05-28.
1.2 Formation. The Company was formed under the Wyoming Decentralized Autonomous Organization Supplement (W.S. 17-31-101 et seq.) and the Wyoming Limited Liability Company Act (W.S. 17-29-101 et seq.). The Articles of Organization are incorporated herein by reference.
1.3 Registered Agent. The Company's registered agent in the State of Wyoming is Northwest Registered Agents, LLC, 30 N Gould St Ste R, Sheridan, Wyoming 82801.
1.4 Principal Office. The Company's principal office is located at the address of its registered agent. The Company operates as a distributed, digital-first cooperative and may conduct business globally.
1.5 Term. The Company shall have perpetual existence unless dissolved in accordance with Article XIV.
2.1 General Purpose. The Company is organized as a sovereign, grassroots member cooperative. Its purpose is to provide a governance structure and infrastructure through which its members cooperate voluntarily as sovereign individuals, share knowledge, build systems together, and make collective decisions through a democratic, meritocratic process.
2.2 Cooperative-as-a-Service. The Company is the founding member cooperative of the Unicate cooperative ecosystem. It validates and governs the cooperative-as-a-service model operated by its affiliated entities.
2.3 Non-Distribution Principle. The Company operates without profit distribution to members. Revenue generated within the cooperative ecosystem is reinvested into operations, the agent fleet, and cooperative development. No member receives a dividend or profit share from the Company's operations. This principle is permanent and may not be amended.
2.4 Sovereignty Principle. The Company exists to serve the sovereignty of its individual members. The cooperative is a voluntary association of sovereign individuals who freely choose cooperation as the expression of their sovereignty. Membership does not diminish individual sovereignty — it is an exercise of it.
3.1 Admission. Membership in the Company is open to any individual who completes the membership process, including a values-alignment conversation with the Company's intake system, submission of a membership application, and acceptance by the cooperative's established process.
3.2 One Member, One Vote. Every member has one vote, equal in weight to every other member's vote, from the first day of membership. Voting rights are unconditional and may not be conditioned on contribution, seniority, financial stake, or any other factor. This provision is permanent and may not be amended.
3.3 Non-Contributing Members. A member who does not participate in governance or contribution activities remains a member in good standing. Their non-participation is treated as acceptance of decisions made by participating members. Non-contributing members are not an obstacle to the governance process.
3.4 Member Rights. Every member has the right to: (a) vote in all governance decisions; (b) stand as a candidate for any elected body; (c) propose decision trees for the Annual General Assembly; (d) access their own data and exercise all data subject rights; (e) leave the Company at any time and take their personal knowledge layer (Context Passport) with them in its entirety; (f) recall any governance body through the established process.
3.5 Context Passport. Each member's personal knowledge store (Context Passport) is sovereign, private, and portable. The Company acquires no ownership of or access to any member's Context Passport. Contribution from a member's personal knowledge layer to the cooperative's shared intelligence is a deliberate, voluntary act of donation by the member — it is never compelled, automatic, or ambient. Donated insight is anonymised before crossing from the individual to the cooperative layer. This provision is permanent and may not be amended.
3.6 Membership Register. The Company shall maintain a complete and current register of all members as required by Wyoming law. The register shall record each member's name, joining date, current membership status, and any changes to status with dates.
3.7 Member Intellectual Property. All intellectual property created by a member in connection with the Company or the Unicate ecosystem is owned by the Company, held in common for the benefit of its members and governed under this Agreement. Each member accepts this provision by becoming a member; no separate assignment is required. Such intellectual property is not transferred to any other entity or person, and is not subject to private appropriation. Members retain sole ownership of intellectual property created before, or independently of, membership, and of their Context Passport (Section 3.5).
4.1 Governing System. The Company is governed by the 12+1 recursive governance system. All members participate as equals. No individual or body holds permanent governing authority. All authority is derived from the membership and subject to recall.
4.2 Annual General Assembly. The Company shall hold an Annual General Assembly once per year. The General Assembly is the primary governance event at which major decisions are made and elections are held.
4.2.1 First Annual General Assembly. The first Annual General Assembly shall be convened within twelve (12) months after the public launch of membership, or once the Company reaches a membership threshold set by the Protector before launch, whichever occurs first. Until the first Annual General Assembly, the 12+1 governance system operates as it is populated and the Protector exercises Womb-State stewardship under Article V. The Company shall ensure that at least one governance proposal is approved or governance action taken in each twelve-month period so as to remain in good standing under the Wyoming Decentralized Autonomous Organization Supplement.
4.3 Two-Run Decision Process. The Annual General Assembly operates in two runs:
Run 1 — Decision Tree Selection: Any member may submit one decision tree proposal per cycle. All proposals are published to the full membership. Members signal interest by opting in to the trees they wish to vote on. A decision tree is activated for Run 2 only if at least ten percent (10%) of the full membership expresses interest in voting on it. Trees below this threshold are archived for future cycles.
Run 2 — Voting: Opted-in members for each activated decision tree are divided into groups of twelve (12). Within each group, if more than two options are on the table, Systemic Consensing is applied to reduce options to two. With two options, a straight vote is held among the group. The winning option and one advocate move up to the next round. This process repeats recursively for up to five rounds, scaling from any membership size to a final result. Elections for governing bodies run in parallel at the same General Assembly as a separate mandatory tree open to all members.
4.4 Systemic Consensing. Systemic Consensing is the option-reduction method used when more than two options are on the table within any group of twelve. Each participant assigns a resistance score of zero to ten to each option (zero meaning full acceptance, ten meaning complete opposition). The option with the lowest total resistance score advances. This method is never used as the primary binary voting method — it is used solely to reduce a field of options to two before a final vote.
4.5 The +1 Mechanism. In the final round of any governance vote, a deadlock of six-to-six triggers a seventy-two (72) hour timelock during which members rethink and renegotiate. No escalation occurs during this period. Only if the deadlock remains unresolved after the full seventy-two hours does the +1 casting vote apply. The +1 is held by the LiberTech Agent, an AI agent governed by Libertech DAO LLC. The LiberTech Agent casts the deciding vote and documents the referral in the governance record.
4.6 AI Advisory Principle. Artificial intelligence agents support governance, research, and operations but never make final decisions. AI agents research, advise, facilitate, and give feedback. All decisions of consequence are made by human members. This principle is permanent and may not be amended.
4.7 Recall. Members may recall any elected governance body or officer by initiating a recall vote through the established 12+1 process. The right to recall is permanent and may not be removed or restricted.
5.1 Definition. The Protector is a fiduciary, time-bound steward of the transition to full member self-governance. The Protector's authority is strictly limited to protecting the path to self-governance during the Womb State phase of the Company's development. The Protector is not a governor of the cooperative's substance and may not direct the cooperative's operational or governance decisions beyond this stewardship mandate.
5.2 The System Is Live. The Company's governance system is active and operational from inception. The Protector role exists alongside a running cooperative, not above a dormant one. The Company does not require the Protector's involvement to function. The Protector's role is protective stewardship, not operational authority.
5.3 Self-Amendment Prohibition. The Protector may not amend, modify, or waive any provision of this Operating Agreement that constrains the Protector's own authority. This prohibition is absolute, self-executing, and permanent.
5.4 Exit Triggers. The Protector role ends upon the first occurrence of any of the following:
(a) Voluntary Step-Down: the Protector submits a written declaration of resignation from the Protector role. Effective upon receipt by the Company.
(b) Member Removal at 10,800 Members: upon the Company reaching 10,800 members, the membership may initiate the Protector Accountability Protocol as defined in the Company's Internal Operating Supplement. If the Protocol results in a removal vote that passes under the Systemic Consensing process, the Protector role ends immediately.
(c) Mandatory Step-Down at 108,000 Members: upon the Company reaching 108,000 members, the Protector role ends automatically without any required action or vote. This trigger is constitutional and self-executing.
(d) Death or Legal Incapacity.
5.5 Transfer of Protector Function. Upon exit by any trigger, the Protector function transfers to The Nine of Libertech DAO LLC, who hold it collectively. The Company continues without interruption. There is no interim gap and no emergency appointment required.
5.6 Post-Exit Status. Upon exit from the Protector role, the former Protector becomes a regular member of the Company with one vote and no residual governing privilege. The former Protector may not seek re-appointment to the Protector role.
5.7 Financial Independence. Removal from the Protector role has no effect on the former Protector's financial relationships arising from their role as founder of Unicate Systems SA or from any separate instrument between Unicate Systems SA and the Company. The Protector's financial position is determined by instruments separate from this Operating Agreement.
6.1 Role. Following exit from the Protector role, the former Protector may serve as Architect-on-call. This role is advisory only and confers no governing authority beyond that of a regular member.
6.2 Conditions. The Architect-on-call role operates under the following conditions: (a) The elected governance committee is always the initiating party — the committee may consult the Architect; the Architect does not advise without being consulted; (b) Scope is limited to matters of securing the system including resilience, integrity, and constitutional interpretation; (c) The role is revocable by member vote at any time; (d) The role confers no structural privilege and no governance rights beyond those of a regular member; (e) The former Protector's single member vote is wholly separate from and unaffected by this role.
7.1 Libertech DAO LLC. Libertech DAO LLC is a Wyoming DAO LLC whose members are elected exclusively from the membership of this Company. Libertech DAO LLC holds the +1 seat in the Company's governance system and manages the AI agent fleet. Libertech DAO LLC's mandate is derived from and renewed by this Company's membership on the annual election rhythm. In any unresolvable conflict between Libertech DAO LLC and this Company, the Company's full membership vote is the final authority.
7.2 Unicate Systems SA. Unicate Systems SA (Panama) is the system provider that operates the cooperative-as-a-service infrastructure under its own agreements.
8.1 Non-Distribution. The Company does not distribute profits to members. All revenue is reinvested into operations and cooperative development. This provision is permanent and may not be amended.
8.2 Membership Fees. The Company may charge membership fees as determined by the Annual General Assembly. Fee structures are defined in the Company's operational documents.
8.3 Records. The Company shall maintain complete financial records as required by Wyoming law and by the applicable tax and regulatory obligations in all jurisdictions in which the Company operates.
9.1 Data Controller. The Company acts as data controller for all personal data it collects from members and prospects. Processing is conducted in accordance with applicable data protection law including the General Data Protection Regulation and the Swiss Federal Act on Data Protection.
9.2 Data Processor. The Company has appointed Unicate Systems SA (Panama) as data processor. Processing is conducted under a Data Processing Agreement between the parties.
9.3 Member Rights. All members have the right to access, correct, and request deletion of their personal data in accordance with applicable law. Certain data categories are subject to retention obligations and may not be deleted on request — members will be informed of the specific categories and reasons upon any deletion request.
9.4 Infrastructure. Member data is hosted on infrastructure located in Switzerland. Data transfers from EU member jurisdictions to Switzerland are permitted under the EU-Switzerland adequacy decision.
10.1 Three-Tier Framework. The Company operates a three-tier confidentiality framework: (a) Operational security details whose disclosure constitutes the vulnerability are withheld from this public agreement and held in the Company's confidential supplement under defined custody; (b) The rules of power — who governs, how merit is judged, how the Protector exits, what the agent fleet optimises for — are always member-transparent and appear in this agreement or a member-accessible document; (c) Specific entity relationships and operational details are governed by principle in this agreement and by specifics in the confidential supplement.
10.2 Member Access. The classification rule stated in Section 10.1 is itself public. Members may access their applicable tier of information upon request. Members may recall the custodian of the confidential supplement if they are dissatisfied with how the classification is administered.
The following provisions are permanently fixed and may not be amended by any body, vote, or process:
11.1 One Member, One Vote. Every member has one vote, equal in weight, at all times. This right may never be conditioned, diminished, or removed.
11.2 AI Advisory Only. Artificial intelligence agents advise and support. Humans always make final decisions. This principle may never be reversed or amended.
11.3 Context Passport Inviolability. The Company may never claim ownership of or access to any member's Context Passport. This right may never be removed.
11.4 Right of Recall. Members may always recall any governance body. This right may never be removed.
11.5 Non-Conversion. The Company may never be converted to a for-profit entity.
11.6 Protector Self-Amendment Prohibition. The Protector may never amend constraints on the Protector's own authority. This prohibition is permanent.
12.1 General Amendments. This Operating Agreement may be amended by a vote of the membership through the Annual General Assembly process, subject to the permanent provisions of Article XI which may not be amended under any circumstances.
12.2 Protector Period. During the Womb State phase, no amendment may be made to any provision constraining the Protector's authority without the approval of a full membership vote. The Protector has no power to initiate, veto, or influence amendments to such provisions.
13.1 Dissolution. The Company may be dissolved only by a supermajority vote of the membership through the Annual General Assembly process. Dissolution is not available as an action to any individual, officer, or affiliated entity acting alone.
13.2 Distribution on Dissolution. Upon dissolution, after payment of all obligations, any remaining assets are distributed as determined by member vote. No assets may be distributed to the Protector in excess of that Protector's rights as a regular member.
14.1 Governing Law. This Operating Agreement is governed by the laws of the State of Wyoming, including the Wyoming Decentralized Autonomous Organization Supplement and the Wyoming Limited Liability Company Act.
14.2 Entire Agreement. This Operating Agreement, together with the Articles of Organization and any referenced confidential supplements, constitutes the entire agreement among the members with respect to the subject matter hereof.
14.3 Severability. If any provision of this Operating Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.
This Operating Agreement is adopted and effective as of 2026-06-01.
________________________
Frank Heitmeyer
Founding Member and Protector
soli.coop Wyoming DAO LLC
Prepared with AI assistance 2026-06-01. Submitted in good faith for Wyoming registration via Northwest Registered Agents. Subject to adaptation upon regulatory feedback.