Member Agreement Form

THIS MEMBER AGREEMENT (this “Agreement”) is entered into as of today’s date, (the “Effective Date”) by and between Duluth Climbing and Fitness Cooperative, a Minnesota cooperative association (the “Cooperative”), and the party identified on the last page (the “Applicant” and upon execution of this Agreement by the Cooperative, the “Member”).

RECITALS

The Cooperative is organized to provide and operate rock climbing oriented fitness facilities and services for its Members and other patrons and to be operated on a cooperative basis for the mutual benefit of its members.

The applicant desires to become a Member of the Cooperative.

AGREEMENT

NOW, THEREFORE, the Cooperative and the Applicant agree as follows:

1.1 Member of the Cooperative
Provided all other membership criteria have been met, effective upon Applicant’s payment of the one-time membership fee of $50.00 and execution of this Agreement by the Member and the Cooperative, the Applicant shall become a Member of the Cooperative.

1.2 Membership Certification
Membership in the Cooperative shall be certificated by this Membership Agreement or another form of certification as determined by the Board of Directors from time to time.

1.3 Access Dues
The Member hereby agrees to pay access fees upon a monthly, quarterly, or annual basis (such basis shall be at the choosing of the Member, provided, fee amounts may vary depending on payment basis), if any, for each calendar year during the term of this Agreement, as determined by the Cooperative’s Board of Directors ( the “Access Dues”) in order to access cooperative facilities.  No later than 60 days before the start of each successive calendar year, the Board of Directors shall determine and notify the Member in writing, in a format to be determined by the Board of Directors, of the Access Dues.  The Member shall pay its Access Dues for a particular calendar year to the Cooperative in one or more payments in exchange for facility access as determined by the Board of Directors of the Cooperative from time to time.

1.4 Agreement and Incorporation of the Cooperative’s Governing Instruments
The Member hereby acknowledges it has received current copies of the Articles and the Bylaws and that all provisions of those documents are incorporated by reference herein.

1.5 Consent Acknowledgement
The Member hereby acknowledges and agrees that the Member:
has received a copy of Section 3.3 of the Bylaws,
has received notification of the adoption of Section 3.3 of the Bylaws, and
Understands the significance of Section 3.3 of the Bylaws to be that the Member
Must account on its annual tax returns for all non-cash patronage refunds received from the Cooperative (which are made in qualified written notices of allocation) in the stated dollar amounts represented by such non-cash patronage refunds in accordance with all applicable laws, and
May be able to exclude such amounts from its gross income under the state exceptions, subject to Member’s own particular circumstances and the advice of its own tax consultants.

2.1 Services
The Cooperative shall to the best of its ability furnish to its Members those services which it is authorized to offer by its Board of Directors and empowered by the Articles, the Bylaws and the Minnesota Cooperative Association Act, Minnesota Statutes Chapter 308B (the “Act”) to offer and perform (“Services”).  The Cooperative shall, to the best of its ability and to the extent of its Board of Directors deems proper, provide and operate rock climbing oriented fitness facilities and services to its members to the mutual advantage of the Cooperative and its Members.

3.1 Policies
Members shall abide by all of the Cooperative’s policies, as they exist on the date hereof and as they may be amended from time to time.

3.2 Compliance with the Cooperative’s Governing Instruments, Sovereign Law.
The Member accepts and agrees to conform to and abide by the provisions of the Cooperative’s Articles of Organization (the “Articles”), the Cooperative’s Bylaws (“the Bylaws”), this Agreement, and all amendments to any of the foregoing during the term of this Agreement.

4.1 Term
The initial term of this Agreement shall be for one calendar year following the Effective Date (“the Initial Term”).  After the expiration of the Initial Term, this Agreement will thereafter be automatically renewed for additional periods of twelve months unless the Member gives to the Cooperative its notice of intent to terminate at least thirty days prior to the expiration of the Initial Term or at least thirty days prior to the expiration of any twelve month period then in effect.  Such Initial Term and any subsequent renewal periods are referred to herein as the “Term”.

4.2 Termination by the Cooperative
The Cooperative may, at its option, terminate this Agreement, by written notice to the Member, if the Board of Directors finds that the Member:
Intentionally or repeatedly violated any bylaw, policy or standard of this Cooperative;
Breached any contract with this Cooperative;
Willfully obstructed any lawful purpose or activity of this Cooperative;
Remains indebted to this cooperative for 90 days after such indebtedness becomes payable; or
Failed to patronize this Cooperative for a period of one year.
Exceptions may be made at the discretion of the Board of Directors to this Section 4.2 (a)(v), to specifically include open hour availability
Members who are to be terminated pursuant to Section 4.2(a), with the exception of Members falling under subsection (v), shall be given notice of the proposed termination and provided an opportunity to address the Board of Directors, if requested by the Member within 15 days of the termination notification.  Members terminated under subsection (v), are not entitled to termination notice or an opportunity to address the Board of Directors.
Upon a two-thirds (⅔) vote by the Board of Directors approving expulsion, the violating Member shall be considered expelled, and shall have no further rights as a Member of the Cooperative, except as provided in Section 6.3 of the Bylaws.

5.1 Communications
All communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given:
Upon personal delivery;
Upon telephonically confirmed delivery by fax;
Upon receipt of of an e-mail or other electronically transmitted form of communication;
On the first business day after receipted deliver to a courier service that guarantees next-business-day delivery, under circumstances where such guaranty is applicable; or
On the third business day after mailing, by certified or registered mail.  All communications shall be sent to the address as set forth on the signature page hereof or at such other address as such party may designate by ten days’ advance written notice to the other parties hereto.

5.2 Governing Law
All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by the internal laws of the state of Minnesota, without giving effect to choice law provisions thereof.

5.3 Counterparts
This Agreement may be executed in two or more counterparts, including counterparts transmitted by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.