BYLAWS

OF

PUR’N’KLEEN COOPERATIVE

ARTICLE I: PURPOSES

The Pur’N’Kleen Company shall be organized and shall conduct its business primarily for the mutual benefit of its members as patrons of the company. The earnings, savings, or benefits of the company shall be used for the general welfare of the members or shall be proportionately and equitably distributed to its members as patrons, based upon their patronage of the company.

Pur’N’Kleen is democratically controlled and is not organized to make a profit for itself, as such, but primarily for its members as patrons.

ARTICLE II: MEMBERS

A. Classification of Members

        

The company shall have one(1) class of members. Pur’N’Kleen may also hire employees as affiliates who are not members.

B. Membership Qualifications

Any person may become a member of Pur’N’Kleen by:

C. Acceptance of Members

The members shall decide through consensus whether to accept an application for membership. If an application is not accepted, the applicant’s employment shall be immediately terminated, unless the members choose to specify a further Candidacy Period to be followed by a second decision by the members whether to accept the application. Upon acceptance of an application, the applicant shall immediately become a member.

In the case of an application by a former member, the company may waive the Candidacy Period and accept back the former member immediately by the affirmative vote of all the members.

D. Member Resignation

A member shall have the right to resign as a member of Pur’N’Kleen by notifying any member. The resignation shall become effective immediately without any action on the part of the company. An individual will not be allowed to work for the company for one month following voluntary termination of membership unless her or his membership is reinstated by the company. Resignation shall not relieve the resigning member from any obligation for charges incurred, dues, assessments, or fees, and this section shall not diminish any right of the company to enforce any such obligation or obtain damages for its breach.

E. Removal of Members

No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements of this section.

A member may for any lawful reason be expelled from the company by a vote of seventy-five percent (75%) or greater of the members at a duly called meeting at which a quorum is present.

The member must be given 15 days prior notice of the expulsion, suspension, or termination and the reasons therefore and the member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or body authorized to decide that the proposed expulsion, termination, or suspension not take place.

A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, dues, assessments, or fees incurred before expulsion, suspension, or termination or arising from contract or otherwise.

Pur’N’Kleen may direct a member whose expulsion is being considered to refrain from conducting business as a member until the expulsion decision is made, provided Pur’N’Kleen pays the member her or his average weekly wage – calculated based on the three months preceding the date of the notice given pursuant to this section – until the expulsion decision is made. Pur’N’Kleen may also direct a member whose expulsion is being considered to stay away from the company’s places of business except as necessary to exercise her or his rights under law.

ARTICLE III: MEMBER MEETINGS

A. Requirement for Member Meetings

All members of Pur’N’Kleen have a right to participate in the company’s decisions via member meetings. The following acts require voting from members:

B. Member Voting

The voting power of the members shall be equal.

Whenever members are disqualified from voting on any matter, they shall not be counted for the determination of a quorum or the required vote to approve an action.

There shall be no voting by proxy.

There shall be no cumulative voting.

All votes shall be conducted using the procedures in Article IV.

C. Special Meetings

Special meetings of members for any lawful purpose may be called by the president, or by 5 percent or more of the members. The procedure for calling a special meeting shall be as follows: (1) when the president, or 5 percent or more of the members decide to call a special meeting, he/she/they shall submit a request in writing to the Company addressed to the attention of the president and (2) the officer that receives the request, within 5 days after receipt, shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the members not less than 7 nor more than 30 days after the receipt of the request.

D. Participation by Electronic Transmission

Members attending a meeting through live electronic transmission are deemed to be present in person and eligible to vote, provided that Pur’N’Kleen implements measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted by members.

E. Notice

Whenever the members are required to take any action at a meeting, a written notice of the meeting shall be given not less than 5 nor more than 30 days before the date of the meeting to each member who is entitled to vote. Notice can be given in person or by electronic transmission.

The notice shall state the place, date, and time of the meeting, the means of electronic transmission, if any, by which members may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the regular meeting, those matters which the members, at the time the notice is given, intends to present for action.

F. Written Ballot

Prior to any regular or special meeting of members, the company may authorize distribution of a written ballot to every member entitled to vote at the meeting. Such ballot shall set forth the action proposed to be taken at the meeting, shall provide an opportunity to specify approval or disapproval of the proposed action, and shall state that unless revoked by the member voting in person at the meeting, the ballot will be counted if received by the company on or before the time of the meeting with respect to which it was sent. If ballots are so distributed with respect to a meeting, the number of members voting at the meeting by unrevoked written ballots shall be deemed present at the meeting for purposes of determining the existence of a quorum but only with respect to the proposed action referred to in the ballots.

Written ballots may be distributed for the election of directors.

G. Quorum

A majority (51%) of the members shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the members entitled to vote shall be the act of the members unless the vote of a greater number is required by the articles or bylaws.

H. Action Without a Meeting

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the company distributes a written ballot to every member entitled to vote on the matter. That ballot and any related material may be sent by electronic transmission by the company and responses may be returned to the company by electronic transmission to the company. That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the company.

ARTICLE IV: PROCESS OF DECISION MAKING FOR ALL MEETINGS

Matters will be discussed with the goal of seeking decision-making by consensus. If it becomes apparent that consensus cannot be reached on any matter, the members will vote on whether the issue should be tabled for future discussion and decision. If a decision cannot be made by consensus, the members shall vote on the matter, with a three-fourths vote required to carry any decision, except as otherwise provided in these bylaws.

ARTICLE V: OFFICERS

A. Offices

Pur’N’Kleen shall have a president, a secretary, a chief financial officer, and such other officers with such titles and duties as shall be determined by the members.

B. Qualifications

Any number of offices may be held by the same person.

The officers of the company shall be elected from among the members.

C. Election of Officers

The officers shall be elected by the members for one year terms at the annual meeting by written ballot. The candidate receiving the highest number of votes for an office shall be elected.

Officers may be removed by a vote of the members. Officers may be re-elected for an indefinite number of terms.

D. Resignation

Any officer may resign at any time upon written notice to the company without prejudice to the rights, if any, of the company under any contract to which the officer is a party.

E. Vacancy

A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualification, or from any other cause, will be filled by the members.

F. Duties of President

The president shall preside at membership meetings and will exercise and perform such other powers and duties as may be assigned from time to time by the members.

G. Duties of Secretary

The secretary will keep, or cause to be kept, a book of minutes of all meetings and actions of the members.

The secretary will give notice of all members’ meetings for which notice is required by the bylaws.

H. Duties of Chief Financial Officer

The chief financial officer will keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.

The chief financial officer will (1) deposit company funds and other valuables in the company’s name with depositaries designated by the members; (2) make disbursements of company funds as authorized by the members; (3) render a statement of the company’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the members; and (4) have other powers and perform other duties as prescribed by the members or the bylaws.

The chief financial officer will be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.

ARTICLE VI: ALLOCATIONS AND DISTRIBUTIONS

A. Fiscal Year

The fiscal year of the company shall end on the last day of December of each year.

B. Definitions

“Surplus” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to member labor.

“Profit” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to non-member labor.

“Loss” shall be defined as the excess of Expenses over revenues for a fiscal year.

Surplus and Profit shall not include cash contributions by members to capital.

“Expenses” shall include payments of any interest and principal on any debts of the company, and reasonable reserves as determined by the members.

The “Collective Account” shall be Surplus, Profit, and reserves that are retained in the company and not distributed to members.

“Member Account” shall be defined as each member’s capital account in the company.

“Patronage” shall be defined as hours worked by each member for the company.

C. Allocations

Any Profit shall be credited to the Collective Account.

Any Surplus shall be credited to the Collective Account as necessary to bring the year’s contribution to the Collective Account up to twenty-five percent (25%) of the year’s combined Profit/Surplus. All other Surplus shall be paid as Dividends in direct proportion to Patronage during the fiscal year.

Any Loss shall be allocated seventy-five percent (75%) to Member Accounts in direct proportion to Patronage during the fiscal year and twenty-five (25%) to the Collective Account, with the exception of Losses occurring and/or carried over from the company’s first two fiscal years which shall be allocated 100% to the Collective Account.

The percentages referred to in this section can be changed for a coming fiscal year by the members.

D. Patronage Dividends

Patronage Dividends shall be made fifty percent (50%) in United Earth Credits and fifty percent (50%) to each individual Member Account.

F. Payment Rights Regarding Member Accounts

When a member’s membership in the company is terminated for any reason, the amount in her or his Member Account will be returned to them minus any debts incurred to the company.

G. Dissolution Distributions

Upon liquidation, dissolution, or sale of the assets of the company, any assets left after payment of all debts and Member Account balances shall be distributed to all persons who were members, or to their heirs, in proportion to such members’ relative paid labor with the company.

H. Maintaining Equitable Membership Contributions

In order to insure that membership in the company may remain accessible for persons of modest means, the company will limit its initial member capital contribution to the UEC value of the cheapest, non-promotional, “starter” game package for Star Citizen.

I. Distributions on Member Accounts

One month following the end of each fiscal year, Distributions in United Earth Credits shall be paid to each member on the balance in her or his Member Account. The Distribution shall be calculated as follows: 15% of the balance in the Member Account in excess of the original capital contribution.

ARTICLE VII: CHECKS AND CONTRACTS

A. Executing Corporate Contracts and Instruments

The members by resolution may authorize any officer to enter into any contract or to execute any instrument in the name of and on behalf of the company. This authority may be general or it may be confined to one or more specific matters. No officer will have any power or authority to bind the company in any way unless that person was acting with authority granted by the members as provided in these bylaws.

ARTICLE VIII: TRANSFER OF MEMBERSHIPS

No member may transfer her or his membership. All rights as a member of the company cease upon the member’s death.

ARTICLE IX: RECORDS

A. Records Required to Be Kept

The company shall keep:

Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.

B. Inspection Rights

The company’s bylaws and articles shall be open to inspection by the members at all reasonable times.

The accounting books and records and minutes of proceedings of the members shall be open to inspection upon the written demand on the company of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.

C. Annual Report

So long as the company does not have more than 25 members at any time during the fiscal year, it shall not be required to prepare an annual report.

ARTICLE X: BYLAW AMENDMENT

Bylaws may be adopted, amended, or repealed by approval of 75% of the members.