FROM LEGALESE TO ENGLISH:
AN EXPLANATION OF WALNUT ST. CO-OP BYLAWS
This explanation has been written as an effort to explain the main points in the document. Of course if you want to know the full deal you’ll have to look at the full Bylaws. But hopefully this will help. —Tree
Bylaws, along with articles of incorporation, set out the basic functioning of an organization. Articles of incorporation bring a legal entity into existence, and Bylaws explain how that entity operates. Bylaws also serve as an interface between what we’re doing and the legal system—they translate how we view ourselves into terms that the existing legal system can consider when it views our organization.
So the purposes of bylaws include:
(1) Getting clear ourselves so that we know how we’re operating.
(2) Making the interface between us and the legal system explicit, to increase the likelihood that a dispute would be settled in keeping with our values.
(3) Covering our collective butts in case of worst case scenarios.
The Bylaws start out with a vision, mission, and values that are fairly straightforward (that is, not written in legalese), so if you’re interested in that i recommend you take a look at sections 1.20, 1.30, and 1.40.
There are two categories of people described: Members & Renters. Then there is a third category, called Residents, which is comprised of the categories Members + Renters. Because there’s not much that applies only to Renters, most of what you’ll see referred to in the rest of this document will either be about Residents (the full group) or Members. Someone needs to be a Resident for at least 6 months before they can apply to be a Member.
Group decisions are made by consensus.
Members are responsible for:
the long-term welfare of the co-op accepting new people as Members buying, managing, and selling property bylaws and articles of incorporation expulsion ending the co-op anything else they think they need to deal with
Residents (= Members + Renters) are responsible for:
accepting new people to move in policies chores day-to-day details of running the house As the people entrusted with the long-term welfare of the co-op, Members have more power than Renters. However, we expect that for most day-to-day matters, everyone’s input (Members & Renters) will be considered equally.
When members have a Membership Meeting, renters can attend if all the members present give permission. Minutes are taken at both Membership Meetings and Residents Meetings, and anyone here can read any of the minutes whenever they want.
Certain decisions can be made by whoever attends the meeting (quorum is 60%). (Quorum means the minimum number of people who must be present in order to make official decisions.) For other decisions, which have a greater impact, the people who are present need to try to get input from anyone missing before moving ahead with the decision, if possible. The types of decisions that fall into that latter category include:
FOR MEMBER MEETINGS spending or taking on debt of $500 or more (for example: accepting new investors, hiring a contractor to refinish the floors, buying a new refrigerator) accepting new Members changing the bylaws or articles of incorporation expulsions ending the co-op (“dissolution”) FOR RESIDENT MEETINGS accepting new residents to move in policy decisions (for example: guest policy, conflict resolution, laundry hours) changing household organizational structures, such as creating a new committee
That leaves a bunch of decisions that don’t necessarily need everyone’s input before they can be made, such as:
FOR MEMBER MEETINGS expenditures of less than $500 purchase or sale of property less than $500 annual budget setting fees whatever else they think needs to be dealt with FOR RESIDENT MEETINGS chores & house jobs food list use of spaces scheduling meetings or other events shared activities outreach strategies and logistics, e.g. let’s invite this person for a second dinner, or let’s put a sign out on the lawn
Note that while everyone has to agree for a new person to move in, only the Members have the power to carry out expulsions. Meetings about expulsions exclude the person(s) whose expulsion is under consideration unless all the other members present agree to having that person attend. If there is a really serious, immediate problem, the Members can even insist that the person whose expulsion is under consideration leave the property until the matter is resolved. In the expulsion process, the person who is being considered is treated the same whether they are a Member or a Renter. Renters are consulted for input, but can’t block expulsion decisions. Members who are away are consulted if possible, but if not, the other Members can move ahead with a decision.
If someone knows they are going to miss a meeting, they can give input in advance, and the group needs to consider that input but doesn’t necessarily have to do what that person wants.
When someone misses a meeting, it’s their responsibility to catch up by reading the minutes. If a decision happens while they are away that they don’t feel ok about, they can bring it up and re-open the decision if they can convince one other person to initiate that process. At that point the decision that was reached during the absence ceases to be the default consensus agreement. If someone is going to use this procedure, they have to initiate it within 14 days of returning from being away.
If you are away and don’t use that procedure when you get home, or if you are present in a meeting but don’t speak up saying “Stand Aside” or “Block” when it comes time to make a decision, then you are presumed to be in agreement with whatever decisions are reached, and it’s your responsibility to uphold all the agreements and decisions.
We expect most meetings will be regularly scheduled. The bylaws say that regular meetings will be scheduled with at least 3 days notice, but that if there’s an urgent need, a “Special” meeting can be called with less than 3 days notice by one-third of the group. (That’s 1/3 of the Members for a Membership Meeting, and 1/3 of the Residents for a Residents Meeting.)
Conflicts that people feel affected by are considered the legitimate concern of anyone who lives here, even if it’s between 2 other residents. People are expected to make themselves available for conflict resolution efforts. For major co-op or household disagreements that don’t get resolved through the usual consensus meetings, there is a sequence to hiring an outside facilitator, then using an arbitrator. (In arbitration, the arbitrator makes a decision that the parties are then bound by, like a judge.)
There are 3 ways to stop living here if you are a Renter, and 2 ways if you are a Member. The ones that are the same for both types are:
1. Voluntary termination 2. ExpulsionThe third one, which applies only to Renters, is “Automatic Termination.” That happens if a Renter is more than 15 days late paying fees. In that case they are required to move out immediately. If a Member doesn’t pay fees, the only way to get them out is by going through the Expulsion process.
The Cooperative doesn’t have the power to offer credit or forgive debts. But residents are encouraged to try to help out someone who is having financial troubles.
Members pay a $1000 non-refundable fee to join, and may invest other money—we hope they will! Investments are paid back (from the point at which someone leaves) over a 5-year period at 0-3% interest, as established by a contract at the point the loan is made. The co-op can choose to pay someone off faster in order to avoid the interest payments. And we’ll likely pay them off faster if we find replacement investors.
Members also get equity on 1/3 of their monthly fees, at 3% interest, if they live here for more than 3 years. However, no payments of that equity/interest can be made until at least 2009, and even at that point only if the co-op can afford it.
If the co-op dissolves,
First we pay off the bank or any other investors who hold an official “interest” in the property. Second we pay off any other outsiders who we owe money to, such as contractors, utilities, etc. Third we pay off our own members, as best we can. Fourth, if anything else is left, it either goes to a nonprofit that promotes cooperative living (such as FEC or FIC), or another nonprofit as decided by the members.