URBAN SOIL/TIERRA URBANA HOUSING COOP
BYLAWS
§1 NAME AND PURPOSE
1.10. Name: The name of the cooperative corporation is Urban Soil/Tierra Urbana Housing Cooperative, also referred to herein as “the Cooperative.”
1.20. Vision: TO BE DETERMINED BY GROUP
1.30. Mission:
The mission of the Cooperative is to provide permanently affordable
housing in Los Angeles to sustain a diverse community whose
members join together to create a higher quality of life while
minimizing negative environmental impacts.
1.40. Values:
- Celebrate & include joy in all our endeavors.
- Take responsibility for each other & the planet through local environmental & social action.
- Learn from nature and live ecologically.
- Build a dynamic community through diversity & cooperation.
- Inspire compassionate, nurturing, & respectful relationships.
- Create balanced opportunities for individual participation & collective stewardship.
- Engage our neighbors and broader communities in mutual dialogue to learn, teach, and act.
§2 DEFINITIONS
2.10. Owner: A person who:
(a) has been living at the Cooperative for at least 6 months;
(b) has been accepted as a full member of the Los Angeles Ecovillage; (c) has signed a valid Ownership Agreement and is upholding the terms of that agreement; (d) has not been expelled or voluntarily terminated their membership; (e) is currently residing at Urban Soil/Tierra Urbana property.
Owners are entrusted with and responsible for the long-term welfare of the Cooperative. They are entitled to full participation and share legal authority and responsibility for making all decisions on behalf of the corporation, including the right to block consensus on a decision. They also have equity and other financial rights and responsibilities that renters do not have.
2.15. Renter: A person who:
(a) has been accepted as a full member of the Los Angeles Ecovillage; (b) has signed a valid Rental Agreement and is upholding the terms of that agreement; (c) has not been expelled or voluntarily terminated their residency; (d) has paid fees as described in the Rental Agreement; and (e) is residing at Urban Soil/Tierra Urbana property.
They are entitled to full participation in decisions on the day-to-day operations of the household and on who moves in, including the right to block consensus on a decision. On decisions about Bylaws, expulsion, and on decisions related to long-term management of the house as a capital asset, they are encouraged to give input on the decision but may not block consensus.
2.17 Long-term Renter: A person who:
(a) lived at Urban Soil/Tierra Urbana property before it was owned by CRSP OR (b) has been approved for this designation by a Full Input Owner Decision
Long-term renters are encouraged to give input at all Resident meetings, but may not block consensus.
2.20. Resident: Any Owner or Renter at Urban Soil/Tierra Urbana Housing Cooperative. This category does not include Long-term Renters.
2.30. Consensus: The process used to make decisions, wherein all participants must consent before action is taken. The spirit of consensus includes a shared understanding of why it makes sense to move ahead with a particular proposal. The process seeks to synthesize the wisdom of the group to produce the highest quality decision possible.
2.32. Support: A term used in the consensus decision-making process for those who agree with and support a proposed decision.
2.34. Stand Aside: A term used in the consensus decision-making process to describe the action of those who are willing to let the group (including themselves) go forward with a proposed decision, but find themselves significantly not in alignment or holding substantial concerns about the proposed decision.
2.36. Block: A term used in the consensus decision-making process by someone who feels called to stand in the way of a proposed decision because she/he believes the group is making an extremely unwise, irresponsible, or immoral decision, or one in conflict with the basic purpose for the group’s existence.A n owner cannot Block by Proxy
2.38. Vote: Any time a Resident agrees with and supports, stands aside from, or blocks a proposal using the consensus process.
2.40. Owners Meeting:
A meeting open to all Urban Soil/Tierra Urbana Owners at which decisions regarding co-op membership, purchase of property, changes in Bylaws, expulsions, and any other matters which the membership deems important may be made.
2.45. Residents Meeting: A meeting open to all Urban Soil/Tierra Urbana Cooperative Residents.
2.50. Special Meeting:
Any meeting that takes place not at the usual time, with less than 3 days notice.
2.55. Regular Consensus Decision:
A decision reached by the consensus process by a quorum of Residents at an appropriately posted 2.45 or 2.40 Meeting. Only those Residents at a meeting have authority to make regular consensus decisions on behalf of Urban Soil/Tierra Urbana. In this type of decision, Residents not present at the meeting need not be consulted.
2.60. Full Input Owner Decision:
A decision reached by the consensus process of a quorum of the Members at a 2.40 Meeting on which all Members not present at that meeting will be given an opportunity to offer input if possible.
2.65. Full Input Resident Decision:
A decision reached by the consensus process by a quorum of Residents at an appropriately posted 2.45 Meeting on which all Residents not present at that meeting will be given an opportunity to offer input if possible.
2.70. Expulsion Decision:
A decision made by the Owners, used exclusively for issues related to expulsion.
2.80. Urban Soil/Tierra Urbana Property: Any land, buildings, or common material possessions that are owned, rented, or leased by the Urban Soil/Tierra Urbana.
2.85. Residing at Urban Soil/Tierra Urbana Property: An individual is considered to be residing at Urban Soil/Tierra Urbana property when they are sleeping an average of at least two nights a week over a ten-week period at Urban Soil/Tierra Urbana Cooperative property, have most of their belongings at Urban Soil/Tierra Urbana property, and are upholding responsibilities to the Cooperative that they have agreed to; or when a Full Input Resident Decision is made declaring the person to be residing at Urban Soil/Tierra Urbana.
2.90. Personal Living Area: An area Urban Soil/Tierra Urbana has agreed to designate as a specific individual’s personal living space.
§3 GOVERNANCE
3.05. Principle. The basic expectation underlying the governance of Urban Soil/Tierra Urbana is that people have the right to participate in decisions that affect their lives.
3.10. Governing Body. TO BE TESTED ON COMMUNITY
Urban Soil/Tierra Urbana shall be run by the Board of Directors, which shall be consist of all Owners. Positions include President, Vice President, Secretary, and Treasurer. Additional positions may be created as necessary. Length of service for these positions will be determined by the Residents.
3.15. Decision-Making Authority. TO BE BASED ON MEMBERSHIP DISCUSSION
Decisions reserved to the Owners are those dealing with approving new Owners, disposition and acquisition of assets, Bylaws, Articles of Incorporation, leaves of absence, expulsion, dissolution and any other matters which the Owners deem necessary to decide upon. Responsibility for other decisions, including new residents, household jobs, ongoing policies, and other matters pertaining to the day-to-day operations of the household, rests with all of the Residents (Renters and Owners).
3.20. Owners Meeting: TO BE BASED ON MEMBERSHIP DISCUSSION
A meeting open to all Urban Soil/Tierra Urbana Members at which decisions regarding ownership, purchase of property, changes in Bylaws, leaves of absence, expulsions, and any other matters which the membership deems important may be made. Renters may attend Owners Meetings as observers with permission from all of the Owners in attendance.
3.25. Residents Meeting. TO BE BASED ON MEMBERSHIP DISCUSSION
A meeting open to all Urban Soil/Tierra Urbana Residents at which decisions are made on new Residents, policies related to ongoing operations, household jobs and responsibilities, and any other matters related to the day-to-day needs of the Urban Soil/Tierra Urbana Cooperative.
3.30. Major Input Member Decision. 75% of sexually active owners are needed to make a
Major Input Member Decision. Owners are allowed to vote by proxy but members cannot block via proxy.
Full in writing contacting 3 days or more before the meeting.
The following decisions must be made by a Full Input Owner Decision: expenditures or taking on significant debt, accepting new share Owners, amending the Articles of Incorporation or the Bylaws, and dissolving the corporation.
3.35. Full Input Resident Decision. TO BE BASED ON MEMBERSHIP DISCUSSION, BUT MAY BE TAKEN OUT
This type of decision will apply in the cases of: (1) policies (ongoing rules and regulations) of Urban Soil/Tierra Urbana; (2) decisions regarding who is invited to move in as a Resident at Urban Soil/Tierra Urbana.
3.40. Full Input Decision Contact Procedure. TO BE BASED ON MEMBERSHIP DISCUSSION
Before a final decision is made on an issue that requires a Full Input Owner Decision or a Full Input Resident Decision, the people present at the meeting must make a reasonable attempt to contact each person not present and to ask them for input on the proposed decision. An attempt will be made to engage with absent Owners or Residents (respectively) on such a decision as much as is practical. A person who is away may request that the decision be delayed until their return; the granting of such a request is at the discretion of other Owners or Residents (respectively).
3.45. Expulsion Decision. TO BE BASED ON MEMBERSHIP DISCUSSION
A decision made by the Owners, used exclusively for issues related to expulsion. The individual Resident(s) whose expulsion is being considered are excluded from this meeting unless the Owners unanimously agree to have such persons present. No Resident may block consensus on a decision related to their own expulsion. Renters will be consulted for input prior to the decision, but they do not have the right to block consensus on an expulsion decision. An attempt will be made to engage with absent Members, but if their input is unavailable, the other Members may move forward with the decision.
3.50. Conflict Resolution. TO BE BASED ON CRSG DISCUSSION
Conflicts that significantly affect the quality of life at Urban Soil/Tierra Urbana are the legitimate concern of any or all of its residents. If the Cooperative has been unable to resolve a conflict for a period of 30 days, the Cooperative will hire a professional facilitator or mediator to assist in conflict resolution unless there is consensus on a different solution. If the conflict is still not resolved within an additional 30 days after that, the parties will use Arbitration unless there is consensus on a different solution. The costs of Arbitration will be borne equally by the parties involved.
3.55. Mediation. TO BE BASED ON CRSG DISCUSSION
Residents will make themselves available for conflict resolution on personal matters between Residents at the request of any Resident, within three days of the request (or within three days of returning home, if away at the time of the request).
3.60. Proxy. Any Resident that does not attend a meeting may submit their thoughts or feelings about a matter by dating and signing a written statement and leaving it with the facilitator in advance of a meeting. The Residents at the meeting are expected to consider that input, but are not required to follow it. Blocking by proxy is not permitted.
3.65. Quorum. Fifty percent plus oneof the Residents constitutes a quorum for decision-making at any Residents Meeting. Fifty percent plus oneof the Members constitutes a quorum for decision-making at any Membership Meeting.
3.70. Meeting Times and Notice.
(a) Regular. Meetings will be held at regular times as determined by the Residents. Meetings will be held with at least 3 days notice.
(b) Special. In an urgent situation one-third of the Owners may convene a Special Membership Meeting, and one-third of the Residents may convene a Special Residents Meeting, with less than 3 days notice. Notice for Special meetings must also include the purpose for which the meeting is called. Notice will include a written notice posted in the lobby of 117 Bimini and distributed to Resident’s units and electronically on the Los Angeles Ecovillage listserv; oral notice is also strongly encouraged.
3.75. Meeting Place. Meetings will be held on the property occupied by the Cooperative unless otherwise stated in the meeting notice.
3.80. Presumption of Agreement. A Resident who is present at a Residents Meeting or a Membership Meeting is presumed to be in support of proposed decisions unless she/he stands aside from or blocks a proposed decision.
3.85. Absence from Meetings. If a Resident is absent from a meeting, it is her/his responsibility to read the minutes from meetings held during their absence, and to bring up any disagreement with decisions reached during their absence, within 14 days of returning. If they are able to convince at least one Resident to re-open the discussion, the consensus that was reached in the person’s absence is no longer considered the default agreement or policy, and the group will re-examine that topic. If the returning Resident does not initiate such a process, they are presumed to be in agreement with the prior decision and are expected to actively support it.
3.90. Interpretation of Policy. If a policy or agreement is confusing or subject to interpretation, the Residents will follow any precedent that has been set regarding the policy. If no precedent has been set, Residents will try to determine the intention of the policy using minutes from meetings and personal recollection. If disagreement about the interpretation persists, the topic can be re-opened for discussion by three Residents. Such a re-opening results in allowance of all interpretations, until a new consensus decision is reached.
3.95. Records. Minutes will be taken at all official meetings. They will include, at a minimum, a date, who was present, and record of all decisions reached, and will be posted on the Los Angeles Ecovillage listserv and made available for examination by any Resident at any time.
3.98. Indemnification. The Cooperative shall indemnify to the fullest extent permitted under California law any person who has been made, or is threatened to be made, a party to legal action, whether civil, criminal, administrative, investigative, or otherwise (including an action by the Cooperative) because that person is or was a Owner, Resident, or officer of the Cooperative, serves, or has served at the request of the Cooperative as a fiduciary of an employee benefit plan, partnership, joint venture, trust or other enterprise. The right to and amount of indemnification shall be determined in accordance with the provisions of California Statutes in effect at the time of determination.
§4 MEMBERSHIP & RESIDENCY - TO BE BASED ON MEMBERSHIP DISCUSSION
4.10. Resident Acceptance. Acceptance as a Resident will be determined by a Full Input Resident Decision.
4.20. Owner Acceptance. Acceptance as a Owner will be determined by a Full Input Owner Decision. A person must be a Resident for at least 6 months prior to becoming a Member, unless an exception is granted by a Full Input Owner Decision.
4.30. Share Owner Fees. An initial ownership fee shall be assessed of each new member. This fee is non-refundable, unless the Cooperative is dissolved.
4.40. Termination.
(a) Voluntary. If a person wishes to voluntarily terminate their membership or residency, she/he must give written notice as required by the Rental or share Owner Agreement.
(b) Automatic (Renters Only). An individual’s residency is automatically terminated when they are no longer fulfilling the conditions of residing at Urban Soil/Tierra Urbana as defined in section 2.85 of these Bylaws (except if the Owners determine that Urban Soil/Tierra Urbana Cooperative property has become uninhabitable).
As soon as a Renter has a debt with Urban Soil/Tierra Urbana Cooperative that is equivalent to 15 days worth of fees, that person's residency is automatically terminated and she/he must move out of the house immediately. If a Renter is unable to pay their fees because of personal hardship the other Residents are encouraged to, but not legally bound to, attempt to arrange financial assistance. The Cooperative may not extend credit or forgive debt to any person living at Urban Soil/Tierra Urbana Cooperative property.
(c) Expulsion. An Owner or Renter may be expelled by an Expulsion Decision. The person whose expulsion is being considered is excluded from the meeting unless there is consensus by the other attendees for that person to be present. The Owner of Urban Soil/Tierra Urbana Cooperative may require that the Resident who is being considered for expulsion be compelled to leave Urban Soil/Tierra Urbana Cooperative property for up to 18 days until the issue of expulsion is resolved. Renters will be consulted for input prior to the decision, but they do not have the right to block consensus on an expulsion decision. Expulsion may occur for lack of payment of fees, acts of violence, and/or other violations of the Owner Agreement or Rental Agreement.
4.50. Leave of Absence. Members may request to take a Leave of Absence, which request may be granted by a Full Input Owner Decision. During that period the Member may not block consensus and will not be counted as a Member when quorum is determined. At the end of the Leave of Absence, the individual automatically regains membership.
§5 RIGHTS AND RESPONSIBILITIES
5.10. Provisions. The operation of the Cooperative will include the provision of water, warmth and shelter to the Residents in exchange for the regular payment of fees and an equitable share of the duties and responsibilities necessary for sustaining buildings and ground as detailed in the Participation Requirements and the Ownership and/or Rental Agreement.
5.20. Residency Responsibilities. It is the responsibility of Residents to make agreements (policies) that further the goals of the Urban Soil/Tierra Urbana and to ensure that all Owners, Renters, and any employees of Urban Soil/Tierra Urbana uphold their responsibilities.
5.30. Equality. The rights and responsibilities of legal Owners are equal with one exception: Owners who are being considered for expulsion do not have the right to participate in the decision to expel. The rights and responsibilities of Renters are equal.
5.40. Transfer of Ownership. The share value is transferable to next of kin, common law partner, or beneficiary. The ownership rights are non-transferable.
§6 FINANCES
6.10. Financial Authority and Responsibilities. Share owners have the authority to purchase, own and hold real and personal property and to mortgage this property, to rent property, to borrow money, to execute notes and to undertake other obligations as necessary to accomplish the goals of the Cooperative.
6.15. Dedication of Earnings and Assets. The net earnings, properties, and assets of Urban Soil/Tierra Urbana are dedicated to benefit Urban Soil/Tierra Urbana. Any funds accumulated in excess of budgeted reserves will be invested to Urban Soil/Tierra Urbana to expand or improve facilities or services or for other purposes consistent with these Bylaws.
6.20. Financial Contributions and Loans. The Cooperative may receive donations and loans to support its mission, to make improvements to the property, and for other purposes which the Members see fit to accept. In the case of loans, a contract will be drawn up specifying the conditions of each loan, including the term of repayment and interest rate (if any).
6.25. Ownership Equity. TO BE BASED ON FINANCING DISCUSSION
Return of investment or loans is limited and is not subject to the market value of Urban Soil/Tierra Urbana property. Owners’ equity consists of:
(a) Loan Equity: Initial investment, minus any membership fee.
(b) Rental Equity: A one-third portion of monthly fees exclusive of operating costs (operating costs are defined as property taxes, insurance, maintenance, utilities, and any other costs other than direct payments on the property), at 3% interest, compounded quarterly (prorated for periods of time that are less than one quarter).
6.30. Loan Equity. TO BE BASED ON FINANCING DISCUSSSION
Each member loan requires a consensus decision noted in the minutes and will have a contract signed by the member and at least two representatives of the Cooperative. Interest rate will be 0-3%, as established by the contract. Interest continues to accrue until the loan is paid off. Member loans will be paid back starting at the beginning of the second full calendar quarter after membership is terminated. Loans under $5000 will be paid back in equal quarterly payments over a period of 5 years. Loans of $5000 or more will be amortized at 30 years, with equal quarterly payments over a period of 5 years and a balloon payment at the end when all remaining interest and principal is due. The Cooperative may elect to pay off any loan in part or in full at any time.
6.35. Rental Equity. TO BE BASED ON FINANCING DISCUSSION
Unless the Cooperative dissolves, membership equity as described in Section 6.25(b) can only be paid under the following conditions:
(a) The date is January 1, 2009 or later; and
(b) The Member receiving such funds has been a resident in good standing for three years or longer, starting any time on or after September 1, 2000; and
(c) It is determined by a Full Input Member Decision that the Cooperative can afford to make equity payments without endangering the current or future welfare of the Cooperative, and without putting an undue financial burden on the Residents.
Accrual of rental equity can not start until the Option to Purchase is executed and Walnut Street Cooperative is the owner of real estate. If membership is terminated, interest ceases to accrue. If membership is terminated at a time when rental equity payments are not available (due to conditions (a) or (c) not being met), a former member may make a request at a later time if those conditions are then met.
6.40. Authorization of Debt and Expense. The membership may authorize individuals to spend money or incur debt on behalf of Urban Soil/Tierra Urbana. Expenditures and debts over $500 may only be authorized by a Full Input Member Decision.
6.45. Non-Liability. No Member or Renter of the Cooperative shall be individually liable for the debts, liabilities, or obligations of the Cooperative except for debts lawfully contracted between the Cooperative and a Resident. Likewise, the Cooperative may not extend credit to, and is not liable for, the individual debts, liabilities, or obligations of residents.
6.50. Records. Current and correct financial records will be kept. Minutes will be taken at all meetings. Any Resident may inspect these records and minutes at any time.
6.55. Reports. Urban Soil/Tierra Urbana will prepare an annual financial report including a Profit and Loss statement and a Balance Sheet within four months of the closing of Urban Soil/Tierra Urbana’s fiscal year.
6.60. Budget. A budget designed to maintain the financial stability of Urban Soil/Tierra Urbana will be prepared and adopted annually or more frequently as needed.
6.65. Fees. Fees will be determined by the Members and based on the budget and written fee policies.
§7 DISSOLUTION
7.10. Dissolution Process. The owners may decide to dissolve the corporation by a Full Input Owner Decision. In the event of dissolution, the assets of the Urban Soil/Tierra Urbana must be sold or their possession transferred so as to satisfy any debts owed by Urban Soil/Tierra Urbana. The sale and/or transfer of possession of any Urban Soil/Tierra Urbana property will proceed according to the conditions spelled out in any contracts Urban Soil/Tierra Urbana has entered into that are still in effect. The decision to dissolve will not be effective until the assets of the corporation have been sold or given away.
7.20. Money from sale of Urban Soil/Tierra Urbana property must be disbursed in the following order. If multiple parties are referred to in any step in this section, and insufficient funds are available to fully fund that step, then all entitled parties at that step will receive a proportional amount of remaining assets.
I) First, any debts that were secured in exchange for an interest in Urban Soil/Tierra Urbana property must be fully satisfied.
II) If any money remains, any debts that were not secured in exchange for an interest in Urban Soil/Tierra Urbana property must be fully satisfied.
III) If any money remains, any other debts accrued by Urban Soil/Tierra Urbana, Inc. will be paid.
IV) The remaining equity assigned to Owners will be paid. Owner equity in the case of dissolution only consists of: Loan Equity (see Sections 6.25(a) and 6.30 of these Bylaws); plus Rental Equity (see Sections 6.25(b) and 6.35); plus Ownership Fee (see Section 4.30).
V) All remaining money or assets will be distributed to a non-profit corporation which is organized to promote cooperative living, or another non-profit corporation as determined by the members.
§8 AMENDMENTS
8.10. These Bylaws may be amended by a Full Input Owner Decision.
§9 APPROVAL
9.10. These Bylaws were approved on…
Signed by Directors: