Introduction

These bylaws (v1.0) were signed using EthSign.xyz by founding Board of Trustees this week. Future bylaws revisions will likely only use a proposal via Snapshot.box instead of including a digital signature process (EthSign / DocuSign / etc).

Bylaws (v1.0) {additional reference points}

• ⚙️ GitHub ⇒ https://github.com/WeOwnNetwork/capital/blob/main/upreit/docs/Bylaws.md
• ETHSign Contract ⇒ https://app.ethsign.xyz/share/ap0t4uvpoti7
• PDF on Google Drive ⇒ https://drive.google.com/file/d/1wysj_dbVrA1K3P9sycL6ysyxPCwmN2KF/view
• ⚡️ Snapshot ⇒ https://snapshot.box/#/s:up.onchainreit.eth/proposal/0xaf23d704decb4bfd694d04d08fd44df202cb6593011eece353e03186987addee

The details below are copy / paste from the original Google Docs.

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Overview:

This Google Docs will contain the Bylaws for 🆙 $UPREIT.

UPREIT is organized as a Colorado Public Benefit Corporation (PBC) operating as a Limited Cooperative Association (LCA). We will operate as a multi-stakeholder cooperative using onchain technology.

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Bylaws:

pToken iD UPREIT by We Own Capital PBC LCA

dba "UPREIT"

Article I: Name and Purpose

Section 1. Name

The name of the organization is pToken iD UPREIT by We Own Capital PBC LCA, doing business as "UPREIT" (hereinafter referred to as "the Association").

Section 2. Purpose

The Association is established as a public benefit company limited cooperative association under the laws of the State of Colorado. Its purpose is to provide innovative, member-focused financial solutions, including but not limited to the acquisition, development, and management of real estate and other assets, while advancing the social and environmental benefits outlined in its Articles of Incorporation.

Article II: Membership

Section 1. Eligibility

Membership is open to individuals and entities that meet the requirements established by the Board of Trustees and support the purpose and objectives of the Association.

Section 2. Classes of Membership

The Association may establish multiple classes of membership as deemed necessary by the Board of Trustees. The rights and obligations of each class shall be defined by the Board.

Section 3. Rights and Responsibilities

Members shall:

Have the right to vote on matters submitted to the membership.

Abide by these bylaws and any additional policies established by the Association.

Fulfill any financial or other obligations as determined by the Board of Trustees.

Article III: Board of Trustees

Section 1. Composition

The initial Board of Trustees shall consist of:

• Jason Younker
• Tyler Younker
• IamLotus.eth

Section 2. Powers and Duties

The Board of Trustees is authorized to:

• Open and manage bank accounts.
• Enter into contracts for the purchase, sale, and management of real estate and other assets.
• Perform all other acts necessary to fulfill the Association's purpose and comply with applicable laws.

Section 3. Term of Office

Trustees shall serve for a term of three (3) years and may be re-elected by a majority vote of the membership.

Section 4. Meetings

Regular Meetings: The Board of Trustees shall hold regular meetings at least quarterly.

Special Meetings: Special meetings may be called by any Trustee with reasonable notice to all Trustees.

Section 5. Quorum

A majority of the Trustees shall constitute a quorum for the transaction of business.

Section 6. Decision-Making

Decisions of the Board of Trustees shall be made by a majority vote of those participating, unless otherwise specified in these bylaws.

Article IV: Officers

Section 1. Officers

The officers of the Association, elected by the Board of Trustees, shall include:

• President
• Secretary
• Treasurer

Section 2. Duties

President: Presides over Board and membership meetings and oversees the Association’s operations.

Secretary: Maintains records of meetings, decisions, and other official documents.

Treasurer: Oversees financial management, prepares reports, and ensures compliance with financial policies.

Article V: Committees

Section 1. Establishment

The Board of Trustees may establish committees to address specific tasks or areas of interest.

Section 2. Composition

Committee members shall be appointed by the Board and may include both members and non-members as deemed appropriate.

Section 3. Authority

Committees shall operate under the direction of the Board of Trustees and within the scope of authority granted by the Board.

Article VI: Finances

Section 1. Fiscal Year

The fiscal year of the Association shall begin on January 1 and end on December 31.

Section 2. Financial Management

The Treasurer shall oversee the financial affairs of the Association, ensuring proper accounting and compliance with applicable laws.

Section 3. Audits

The Association’s financial records shall be reviewed or audited annually as determined by the Board of Trustees.

Article VII: Amendments

Section 1. Amendments to Bylaws

These bylaws may be amended at any time by a two-thirds (2/3) majority vote of the Board of Trustees.

Article VIII: Dissolution

Section 1. Dissolution

Upon dissolution of the Association, any remaining assets shall be distributed in accordance with applicable law and the Association’s Articles of Incorporation.

Certification

These bylaws were adopted by the initial Board of Trustees of pToken iD UPREIT by We Own Capital PBC LCA on this 8th day of April, 2025.