Bylaws of the United Precious Metals Limited Cooperative Association

Article I. Purpose

The United Precious Metals Limited Cooperative Association (“UPMA”) provides trust administration services on a non-profit basis for educational, benevolent, and reformatory purposes, and seeks to promote the circulation of gold and silver ("Specie") legal tender, and negotiable instruments payable on demand for such (collectively “Specie Currencies”) to advance intelligent choice in currency options for the purchase of goods and services within the UPMA closed loop network (“CLN”) of U.S. sound money merchants, charities, and governmental entities.

Article II. Powers

The UPMA may sue and be sued in its own name and do all things necessary or convenient to carry on its activities, except where limited by law or these bylaws. The association may maintain an action against any member for harm caused to the association by the member's violation of a duty to the association or of the organic law or organic rules.

Article III. Members

Classes. In addition to the Patron Class required by law, there shall be four investor member classes: People, Merchants, Charities (including other tax-exempt entities), and Governmental Entities. People shall elect by majority vote, from their own class, a member to serve on the Board of Directors for a one-year term.

Only those People who have transacted at least one gold dollar, or its equivalent, in the CLN, since the last Annual Member Meeting, are eligible to cast one vote. Each member of the People class shall have only one vote regardless of their average trust balance or the number of transactions they have in a year.
The votes allocated to each Patron member will be determined by equity, where the total amount of equity is multiplied by the smallest whole number which makes the total number of votes greater than the total voting power of investors, and the votes apportioned to Patron members by their equity.

Qualifications. Any applicant of good character shall be admitted to membership into the appropriate Investor Class upon the applicant's agreement to the terms and conditions of membership in such class and payment of applicable member dues for trust administration services. All Patron Class members must approve any additions to the Patron Class, and only when such applicants shall have demonstrable capacity to conduct Patronage with UPMA and to bear accumulated UPMA losses on a pro rata basis with Patron Class members. The Board of Directors may determine additional criteria for establishing good character as well as any other terms and conditions of membership for each class.
Member Trusts. Members place gold or silver Specie Currencies into a personal trust maintained by Legal Tender Services (“LTS”) or another law firm selected by the Board of Directors (“Member Trusts”). UPMA is not the trustee of any Member Trusts, and all services for Member Trusts are provided under the direction and control of LTS or its designee (“Member Trust Services”). All Member contributions to Member Trusts shall be allocated, as directed by the member, into Member Trust accounts denominated in either a gold Specie Currency or a silver Specie Currency, which shall hold only gold or silver Specie Currencies, respectively. All Member Trust accounts shall be managed by LTS by means of the trust account portal (“TAP”) maintained by LTS and its contracted service providers. General Counsel will provide summary information to the Board regarding the Member Trusts and will ensure that all Member Trusts are held for the benefit of UPMA members. Only CLN transactions within TAP constitute UPMA member activity. All other TAP transactions and holdings fall outside UPMA purview and are subject to the applicable provider terms.
CLN Trust Transactions. Members may exchange one form of fiat or Specie Currency for another and thereafter hold or transfer the same to CLN Merchants, Charities or Governmental Entities for goods or services. TAP holdings escrowed for prepaid CLN access may not be subsequently withdrawn by the payee.
Communications. According to the applicable terms and conditions of membership, UPMA’s General Counsel shall ensure that the attorney trustee of the Member Trusts is providing confidential communications with members regarding their respective TAP holdings, including but not limited to a monthly electronic statement available through TAP evidencing Member Trust account balances and transaction activity. Such communications may constitute privileged attorney/client communications when made through the attorney trustee, and UPMA is not a party to such communications.
Meetings. An Annual Member Meeting of UPMA members shall be held in the month of September of each year, or on a date in the third calendar quarter designated by the Board of Directors, with investor members meeting first, and Patron members thereafter. At least 15 days advance notice of such member meetings shall be provided to each member of record by electronic transmission using the confidential contact information entered in TAP. Special member meetings may be called by the Board of Directors, and must be called upon the Chair’s receipt of a written request of 25% of the Patron members or 25% of the investor members. Special meetings require at least 15 days’ advance notice, unless waived by unanimous consent of those entitled to vote at the meeting.
Quorum. A quorum at any Patron or investor member meeting shall consist of the lesser of 50% of those People qualified to vote or 50 members qualified to vote, as determined at any time from the beginning of the meeting until the time a vote is called; once a quorum is determined to be present for a meeting, that quorum is deemed to remain, even if some members are no longer present when a vote is called. Voting by proxy shall not be permitted.
Financial Rights and Obligations. Patron members, in accordance with applicable statutes, shall bear all losses and be allocated any financial rights of the association on a pro rata basis.
Power to Amend. These bylaws may be altered or amended at a member meeting, as provided in organic law, with 15 days notice of the proposed amendments.
PROVISO: These initial bylaws take effect when approved by the Initial Board and may be affirmed by the voting Members at the 2026 Annual Member Meeting, after which this paragraph may be removed from the formal published bylaws.

Article IV. Board of Directors

Authority. The corporate powers, business and property rights of the association shall be exercised, conducted and controlled by a Board of Directors. The directors shall have the power and it shall be their duty to conduct, manage and control the affairs and business of the association in conformity with laws and governing documents of the association; enroll, discipline and expel members; create and disband committees and appoint or remove members of the same as necessary; and keep records of all action of the Board. The Board is deemed to have delegated specific duties to General Counsel, as provided hereinbelow, with the exception of trustee and escrow agent duties, which are irrevocably vested in LTS or its appointed successor, ab initio.
Composition. The UPMA Board of Directors shall consist of two members elected by the Patron class, of which at least one shall be a Patron member, and one other member of the People class elected by the People class for a total of three directors. Each member of the Board of Directors must be a member of the People or Patron class in good standing. Each director shall serve for a one-year term. The newly elected directors shall take office immediately after the election conducted at the annual member meeting.
Qualifications. To be nominated, elected, or to serve as a Board member a person must:

Be a member entitled by the Bylaws to vote (“Voting Member”); and
Disclose immediately to the Board if he or she is

serving as a manager, officer, or director of any UPMA vendor or affiliated organization or any entity which may offer the same or similar services as UPMA; or
convicted of, or have been notified that they are currently under investigation for, a felony.

Meetings. At least 15 days advance notice of Board of Director meetings shall be provided to each Board member of record by electronic transmission using the contact information entered in the director’s TAP account.

Regular Meetings. The Board of Directors shall have regular meetings in January, May and September.
Special Meetings. Special meetings may be called by the Chair, and must be called upon the Chair’s receipt of a written request of 25% of the members of the Board of Directors. Special meetings require at least 7 days’ notice.

Quorum. A quorum is a majority of the Board.
Nominations. Candidates for the Patron elected director positions shall be nominated by any member of the Patron class. Candidates for the remaining director seat shall be nominated by the Board or its Nominations Committee. All nominations shall be submitted to the UPMA Chair at least one week prior to the annual meetings of UPMA investor and Patron members.
Vacancies. Directors may resign upon written notice or be removed for cause by a majority vote of a regularly constituted quorum of the Board of Directors. The secretary of the meeting at which such a vote is taken shall faithfully record the rationale for any such decision. Whenever a vacancy in the Board of Directors seat elected by the People class shall occur, the remaining directors shall fill the vacancy by vote of a regularly constituted quorum of the Board of Directors. Vacant seats elected by the Patron class, shall be filled by a vote held at a special meeting of the Patron class. Directors so elected shall serve for the remainder of the term of the director they replaced.

Article V. Officers

Officers, qualification, and duties. The officers are a Chair and Vice Chair.

To be nominated, elected, or to serve as an officer a person must be a current member of the Board of Directors.
These officers shall perform the duties prescribed by these bylaws and by the Parliamentary Authority.
The Chair shall be the CEO of UPMA, represent UPMA in any ceremonial events, ensure that proper notice is made of meetings of the Board and members, propose, in consultation with General Counsel, agendas subject to adoption by the body, preside as the chair of all member and Board of Director meetings, and other assignments as may be given by the Board of Directors.
The Vice Chair shall assist the Chair in the Chair’s duties and shall perform the duties of the Chair in the case of the Chair’s absence or inability.

Election. Officers must be elected, by majority vote, at the first Board of Directors meeting following the annual member meetings, to serve a one-year term, or until their successors are elected, beginning immediately after the meeting of their election is adjourned.
Vacancy. A vacancy in the office of Chair shall be filled by the Vice Chair for the unexpired term. A vacancy in the office of Vice Chair shall be filled by election by the Board of Directors for the unexpired term. If both offices of Chair and Vice Chair are vacant at the same time, both offices shall be filled by election by the Board of Directors for the unexpired term.

Article VI. General Counsel

Qualifications. General Counsel shall be selected by the Patron class and must be a member of the Utah State Bar Association and licensed to practice law in Utah. General Counsel must work in or be associated with the law firm that provides Member Trust Services.
Duties. Working under the direction of the Board of Directors, the General Counsel provides legal advice and representation to UPMA, information technology support, and advertising and lobbying services in support of UPMA’s CLN program. Maintaining the independence required of attorneys, General Counsel also fills a complementary role, through LTS or the designated law firm, of escrow, trust, accounting, payment processing, and transaction settlement for Member Trusts. General Counsel may employ or contract other attorneys, staff, service providers, consultants or companies to perform some or all of these functions. General Counsel is authorized to sign on behalf of the association in the ordinary course of business and as expressly empowered by the Board of Directors under extraordinary circumstances.
Representation. General Counsel represents UPMA in the role as General Counsel, not individual members or directors. LTS also provides Member Trust Services in the capacity as trustee of the Member Trusts, and thus communications between LTS and directors or members regarding UPMA business or Member Trusts may constitute privileged attorney/client communications when so designated.
Conflicts of Interest. In the event of a conflict of interest between the UPMA and a member or director, the conflicted member or director shall be afforded the opportunity to retain independent counsel at the person’s own expense. The fact that General Counsel is a Patron member, or performs the same or similar services for both the UPMA and for individuals or entities other than the UPMA shall not in and of itself constitute a conflict of interest. All members and directors acknowledge that, to the fullest extent allowed by law, General Counsel may continue to represent the UPMA in the event an actual conflict arises with a member or director.
Compensation. General Counsel shall receive reasonable compensation as approved by the Board of Directors for services rendered and shall have a priority claim against any and all association revenue for reimbursement of all cost and expense necessarily incurred to establish and maintain the association, its programs and activities.
Term of Service. General Counsel shall serve until resignation upon written notice or removal for cause by a majority vote of a regularly constituted quorum of the Board of Directors. The secretary of the meeting at which such a vote is taken shall faithfully record the rationale for any such decision. Following resignation or removal, the Board of Directors shall fill the General Counsel position by a majority vote of a regularly constituted quorum.

Article VII. Committees

Standing Committees. The Standing Committees shall work under the direction of, and be subordinate to, the Board of Directors. Standing Committees are the Audit Committee, Bylaws Committee, Marketing Committee, and Nominations Committee. The UPMA Chair is the chair of all ad hoc committees, and may delegate this duty to another Board member in whole or in part. The UPMA Vice-Chair is the chair of all Standing Committees, and may delegate this duty to another Board member in whole or in part. All committee members are appointed by the Board of Directors from time to time. The appointed committee members will begin their committee service immediately upon appointment as described below but must be approved by the Board of Directors at its next meeting. All committee members must be Patron or People members of UPMA.

Audit Committee, is an advisory committee to review the professional audits of UPMA receipts, disbursements, and holdings.
Bylaws Committee is an advisory committee to recommend changes to the governing documents; to assist members in drafting amendment proposals when requested; and other tasks as assigned by the Board of Directors regarding the governing documents; including, bylaws, special rules of order, and standing rules.
Marketing Committee is an advisory committee to recommend marketing strategy and plans to increase membership and CLN engagement.
Nominations Committee is an advisory committee to recruit, nominate and vet candidates for the People seat on Board of Directors.

Special Committees. Special Committees (“ad hoc” committees) may be created by the Board of Directors for advisory purposes, for service, or to fulfill other purposes as described in Robert’s Rules of Order, by appointment by the UPMA Chair, the Board of Directors, or the Patron members, and will report to, and work under the direction of, the appointing authority. Special Committees appointed by the UPMA Chair are discharged when the UPMA Chair leaves office.

Article VIII. Holdings and Transactions

Capacity. As a limited cooperative association, the UPMA is neither a financial institution nor a precious metals dealer, but rather a trust administrator working through General Counsel or LTS.
Functional Currencies. The monetary holdings allowed for members of the UPMA consist exclusively of Specie Currencies. Members may have other accounts and currencies outside of UPMA, including in TAP.
Escrowed Transactions. All CLN transactions shall be escrowed by LTS. Any items placed into escrow may only be used by a member for payment of goods or services from Merchants within CLN. General Counsel or LTS may set limits for amounts that may be held in escrow at any given time.
Use of Earnings. UPMA may compensate directors, officers, employees, contractors, and General Counsel for services rendered by means of commission, fee, salary, wage, cost plus contract or any other reasonable means.
Security. All monies belonging to the members of the UPMA are fully insured against loss or damage and are held in trust by LTS in one or more commercial vaulting facilities.
Audits. At the direction of the Board of Directors, one or more third-party professional auditors shall conduct a physical audit of TAP holdings available for CLN transactions within 90 days before each annual member meeting and the Board of Directors shall report on their findings at such meeting.
Indebtedness. UPMA shall not voluntarily incur any debt whatsoever. Members shall not be liable for any debts or other liabilities imposed upon the UPMA, except to the extent of any unpaid portion of their respective member dues for trust administration purposes.

Article IX. Financial Procedures

Budget. The Board of Directors shall, by majority of its members who are present, approve an annual operating budget in the January Board meeting, and may amend the budget, or adopt a new budget in any Board meeting during the year.
Disbursements. General Counsel shall make all disbursement of UPMA funds. Disbursement of funds may not exceed available funds on hand, and must be within the budget. The budget does not constitute authorization to disburse funds, and such authorization must be separately obtained, except that a list of recurring expenses may be approved by the Board of Directors annually, not to exceed the budgeted amount. The Board of Directors may authorize disbursements of any amount.

Article X. Dispute Resolution

Governing Law. These Bylaws shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles, and of the United States of America.
Mediation. The parties must participate in good faith in the lesser of at least four (4) hours of non-binding mediation, or the time necessary to resolve the dispute, during the early stages of any dispute arising out of these Bylaws that cannot be resolved by the Board of Directors through the parliamentary process, with each party bearing half the cost of such mediation proceedings.
Arbitration. Any disputes not resolved after mediation shall be submitted to arbitration and arbitrated pursuant to the rules of the American Arbitration Association, with each party bearing half the cost of such arbitration proceedings.
Venue. Any action in mediation, arbitration, at law or in equity instituted in connection with these Bylaws shall only be conducted within Salt Lake County, Utah.
Attorney's Fees and Costs. If any legal action is necessary to enforce or interpret the terms of these Bylaws, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.

Article XI. Miscellaneous

Fiscal Year. The association’s fiscal year begins on the first day of January.
Books and Records. UPMA’s books, records and meeting minutes shall be kept at the office of the general counsel and shall be available for inspection by any member of the board of directors during regular business hours.
Severability. Any provision of these bylaws which is found to be unenforceable by a court of competent jurisdiction shall be deleted without affecting the enforceability of any of the remaining provisions.
Meeting Formalities. Each meeting of the UPMA shall begin with prayer.
Electronic Meetings. Meetings of the Members, or of the Board of Directors, or of any committee may be conducted electronically at the designation of the meeting chair, through the use of technologies that support anonymous voting and visible displays identifying those participating, identifying those seeking recognition, that permit showing or retrieval of the text of pending motions, and showing the results of votes, and subject to any special rules of order adopted which may include reasonable limitations on, and requirements for, participation. An anonymous vote conducted through such means shall be deemed a ballot vote.
Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the UPMA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and governing documents, and any special rules of order the association may adopt.

We, the founding directors of the United Precious Metals Limited Cooperative Association hereby adopt the foregoing bylaws of the association.

/s/Lawrence D. Hilton
Lawrence D. Hilton, Esq.
Director & General Counsel

/s/Abraham Day
Abraham Day
Director

Adopted effective June 13, 2014.