USTU Draft Bylaws

§1 NAME AND PURPOSE

1.10. Name:. The name of the cooperative corporation is Urban Soil/Tierra Urbana, a California limited equity housing cooperative, (sometimes referred to herein as “the Cooperative.”).

1.xx. Principal Office. The principal office of the Cooperative is located at 117 Bimini Place, Los Angeles, California, 90004. The Board of Directors is granted full power and authority to change the principal office from one location to another in Los Angeles County.

1.xx. Purpose. The Cooperative is organized under the [CONFIRM THIS IS THE INTENDED TYPE OF FORMATION][Nonprofit Public Benefit Corporation Law] for public purposes as a limited equity cooperative pursuant to Health and Safety code Section 33007.5. The purpose of the Cooperative shall be to provide its members with housing and related facilities on a nonprofit limited equity basis consistent with the provisions set forth in its Articles and these Bylaws.

	Notwithstanding this specific purpose, the Cooperative may engage in any other business or activity for which a corporation may be lawfully organized under [the General Nonprofit Corporation Law], and which is not inconsistent with the Articles or applicable provisions of the Health and Safety or Business and Professions Code.

1.20. Vision:
the Cooperative will serve as a base for manifesting an urban ecovillage in the two-block neighborhood of Bimini Place and White House Place. This will include, but not be limited to, realizing the following Vision Elements:

• We are an urban intentional community creating and facilitating innovative and responsible enterprises with the aim of building a vibrant, healthy and sustainable city.
• We demonstrate and apply alternative energy, water and other systems to lower our impact on the Earth.
• We are a social laboratory collaborating to explore and develop organic effective communication skills that embody the collective vision of our community.
• We design build and integrate art, sustainability & community into our space. Together, we create functionally cohesive projects that prioritize the use of green building materials & increase the visibility of sustainable strategies.
• We create a culture of participation, stewardship and skill sharing, interdependence and cooperation. We all regularly participate in activities that contribute to the ongoing functioning of an urban ecovillage. Ways to participate are diverse, numerous, clear and welcoming. We welcome and support ways to continuously provide new opportunities to participate. Individual participation is fulfilling, rewarding and is an opportunity for growth.
• We contribute to the local economy by initiating and supporting green and community-based businesses.
• We join together with the energy of youth living in our neighborhood to collaborate in the direction and ideals of an urban ecovillage. This partnership benefits us all by giving us valuable leadership skills, as well as by empowering us with a sustainable world view and an awareness of our potential for making change.
• We act in solidarity with communities everywhere to create a healthy and socially just world, realizing this is necessary for a sustainable future.
  .
  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 and include joy in all our endeavors.
• Take responsibility for each other and the planet through local environmental and social action.
• Learn from nature and live ecologically.
• Build a dynamic community through diversity and cooperation.
• Inspire compassionate, nurturing, and respectful relationships.
• Create balanced opportunities for individual participation and collective stewardship.
• Engage our neighbors and broader communities in mutual dialogue to learn, teach, and act.

§2 DEFINITIONS

2.10.2.xx. Full Input Owner: Decision. [DEFINE].

2.10. Owner. A person who:
(a) has been living at Urban Soil/Tierra Urbana property operated by the Cooperative for at least 6 months;

	(b) has signed a valid Occupancy Agreement and is upholding the terms of that agreement;
	(c) has not been expelled or voluntarily terminated their membership in the Cooperative;
	(d) 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 members of the Board of Directors, are entitled to full participation, and share legal authority and responsibility for making all decisions on behalf of the Cooperative, including the right to block consensus on a decision. [FROM AN EFFICIENCY STANDPOINT, IT IS TYPICAL FOR A SUBSET OF THE MEMBERS BEING ON THE BOARD OF DIRECTORS, ALLOWING THE BOARD OF DIRECTORS TO HAVE THE RIGHT TO MAKE MOST DAY-TO-DAY DECISIONS, AND REQUIRING MAJOR DECISIONS BE DECIDED BY A GENERAL MEMBER VOTE.] 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 [COOPERATIVES USUALLY PROVIDE THAT OWNERS PAY FOR THEIR COOPERATIVE MEMBERSHIP WHICH ALLOWS THEM THE RIGHT TO OCCUPANCY OF A UNIT. IF RENTERS HAVE THE RIGHT TO OCCUPANCY OF A UNIT, WHY WOULDN’T MOST RENT TO AVOID THE ADDITIONAL COST OF A COOPERATIVE MEMBERSHIP? SEPARATELY, IT MUST ALSO BE DETERMINED IF LEGALLY THERE IS A MINIMUM PORTION OF THE COMMUNITY THAT MUST BE OWNER-OCCUPIED (VS. RENTER-OCCUPIED) FOR QUALIFICATION AS A LIMITED EQUITY HOUSING COOPERATIVE.]and is upholding the terms of that agreement;
	(c) has not been expelled or voluntarily terminated their residency;
	(d) has paid fees [WHAT DO THESE FEES INCLUDE?] as described in the Rental Agreement; and
	(e) is currently residing at Urban Soil/Tierra Urbana property.  

Renters are entitled to full participation in decisions on the day-to-day operations of the household and onCooperative, who moves in, including the right to block consensus on a decision. On decisions about Bylaws, expulsion [THIS IS PROBLEMATIC BECAUSE EXPULSION IS THE INVERSE OF THE DECISION OF WHO MOVES IN. IF THERE IS A DISPUTE, POTENTIALLY RENTERS COULD VOTE A PERSON IN, THE OWNERS COULD EXPEL THEM, THEN THE RENTERS COULD VOTE THEM IN AGAIN.], 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. [ORGANIZERS NEED TO SPEND MORE TIME DEFINING THE RELATIVE RIGHTS OF OWNERS VS. RENTERS.]

2.17[SHOULDN’T? THIS BE 16? CAN WE HAVE AUTOMATIC NUMBERING FOR THIS DOCUMENT FOR EASE OF EDITING?] Long-term Renter:. A person who:

	(a) lived at Urban Soil/Tierra Urbana property before it was owned by CRSP OR , or 
	(b) has been approved for this designation by a Full Input Owner Decision.[THIS DOES NOT APPEAR TO BE A BASED ON OBJECTIVE CRITERIA, AND CREATES THE RISK OF BEING ACCUSED OF PREFERENTIAL/DISCRIMINATORY TREATMENT BASED ON A PROHIBITED BASIS. THIS NEEDS TO BE THOUGHT THROUGH FURTHER.]

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 Decision-Making. The process used to make decisions, wherein all participants must consent before action [participants][DOES “PARTICIPANTS” INCLUDE EVERYONE WHO COULD VOTE, THOSE WHO ARE PRESENT AT A VOTE, THOSE WHO HAVE SUBMITTED WRITTEN PROXIES, ETC.? THIS NEEDS GREATER DEFINITION.] must consent before [action][DOES ACTION MEAN CALLING A VOTE ON THE MATTER, TABLING A DECISION FOR FURTHER RESEARCH, ETC.? THIS NEEDS GREATER DEFINITION.]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:, or Stands 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:, or Blocks. 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.

2.38. Vote:. Any time a Resident agrees with and Supports, Stands Aside from, or Blocks a proposal using the Consensus Decision-Making process.

2.40. Board 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 three (3) days’ notice.

2.60. Regular Consensus Decision:.

A decision reached by the consensus process by a [quorum][NEEDS TO BE DEFINED] of Residents at an appropriately posted meeting as defined in Section 2.45 or 2.40 Meeting.Section 2.40. Only those Residents at a meeting have authority to make regular consensus decisionsRegular Consensus Decisions on behalf of Urban Soil/Tierra Urbana. [In this type of decision, Residents not present at the meeting need not be consulted.][THIS PROBABLY DOES NOT COMPLY WITH THE DAVIS-STIRLING COMMON DEVELOPMENT ACT REQUIREMENTS.]

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 (2) nights a week over a ten- (10) 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.

Urban Soil/Tierra Urbana shall be run by the Board of Directors, which will be composed of all Owners. The Board of Directors will have Officers (President, Vice President, Secretary and Treasurer), who must be on the Board of Directors themselves and will be elected by the Board of Directors. Additional positions may be created as necessary. Length of service for these positions will initially be for one (1) year, as may be further modified by the Board of Directors.

3.12 Officers of the Board of Directors.

All Officers must be present at Board Meetings unless the Officer designates a representative to stand in for them in advance. Any member of the Board of Directors may serve as a representative. Officers will be replaced if they miss more than two (2) consecutive Board Meetings or more than three (3) meetings within their year of service. Officers may be replaced at any time by consensus of the Board of Directors.

3.15. Decision-Making Authority.

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.][THE LACK OF OBJECTIVITY HERE ALSO POTENTIALLY EXPOSES THE COOPERATIVE TO ATTACK OF PREFERENTIAL TREATMENT ON A PROHIBITED BASIS.] 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. Board Meeting.

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. Meetings of the Board of Directors will be held once a month, with a number of members equal to fifty percent (50%) of the number of Board of Directors members, plus one (1). Renters may attend Board Meetings as observers with permission from all of the Owners in attendance.

3.30. Residents Meeting.

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.

3.40. Major Decisions.

The following types of decisions must be made with seventy-five percent (75%) of the Owners present or participating by proxy in writing: taking on of debt equal to or greater than five hundred dollars ($500), accepting new share Owners, amending the Articles of Incorporation , amending the Bylaws, and dissolving the corporation.

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)Residents 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.

Reference to current agreements or policies? Pursuant to…

3.50. Conflict Resolution.

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 thirty (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 thirty (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. [DAVIS STIRLING REQUIRES (1) THE DISPUTE RESOLUTION PROCEDURE MAY BE INVOKED BY EITHER A MEMBER OR THE COOPERATIVE, (2) REQUESTS MUST BE MADE IN WRITING, (3) PROCEDURE MUST STATE THE MAXIMUM TIME FOR THE COOPERATIVE TO ACT ON A REQUEST, (4) IF THE PROCEDURE IS INVOKED BY THE RESIDENT, THE COOPERATIVE MUST PARTICIPATE, (5) IF THE PROCEDURE IS INVOKED BY THE COOPERATIVE, THE RESIDENT MAY ELECT NOT TO PARTICIPATE IN THE PROCEDURE, (6) IF THE RESIDENT PARTICIPATES THEY SHALL HAVE THE RIGHT TO APPEAL TO THE BOARD OF DIRECTORS, (7) THE PROCEDURE MUST PROVIDE A MEANS FOR THE RESIDENT AND COOPERATIVE TO EXPLAIN THEIR POSITIONS, AND (8) A RESIDENT SHALL NOT BE CHARGED A FEE TO PARTICIPATE IN THE PROCESS.]

3.55. Mediation.

Residents will make themselves available for conflict resolution on personal matters between Residents at the request of any Resident, within one (1) week of the request (or within one (1) week 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 (50%) of the Residents plus one (1) constitutes a quorum for decision-making at any Residents Meeting. Fifty percent +(50%) of the Board of Directors members plus one (1) constitutes a quorum for decision-making at any Board Meeting, except for Major Decisions described in Section 3.40.

3.70. Meeting Times and Notice.[DAVIS STIRLING PROVIDES FOR DETAILED MEETING NOTICE REQUIREMENTS FOR PROPOSED RULE CHANGES BY BOARD OF DIRECTORS ACTION, AND SPECIAL MEETINGS CALLED BY RESIDENTS TO REVERSE A RULE CHANGE. SEE CAL CIV CODE SECTIONS 1357.130 AND 1357.140.]

(a) Regular. Meetings will be held at regular times as determined by the Residents. Meetings will be held with at least three (3) days’ notice.

(b) Special. In an urgent situation one-third of the Owners may convene a Special Board Meeting, and one-third of the Residents may convene a Special Residents Meeting, with less than three (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 Board 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 fourteen (14) days of returning. If they are able to convince at least one (1) 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 (3) 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 consensus of the Residents.

4.20. Owner Acceptance. Acceptance as an Owner will be determined based on the criteria for Major Decisions. A person must be a Resident for at least six (6) months prior to becoming a Member.

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. [IS THIS MEANT TO BE A NOMINAL AMOUNT? IF NOT, THIS SHOULD BE THE LIMITED EQUITY PAYMENT WHICH AN OWNER SHOULD BE ABLE TO RECOVER WHEN THEY SELL THEIR MEMBERSHIP.]

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 fifteen (15) days’ worth of fees, that person’s residency is automatically terminated and she/he must move out of the buildings immediately. [LANDLORD TENANT LAW INVOKES MINIMUM NOTICE PERIODS AND SPECIFIC PROCEDURES FOR EVICTION OF TENANTS THAT MUST BE OBSERVED.]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 Owners 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 eighteen (18 days ) days [IT MAY NOT BE POSSIBLE TO COMPEL AN OWNER TO LEAVE THE PROPERTY WHILE SUCH A DECISION IS BEING MADE.]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 rent or share payments, 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 an 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. Ownership is [not transferable][THIS RUNS CONTRARY TO THE CONCEPT OF A LEHC.], but ownership value may be inherited by an Owner’s beneficiaries.

§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 returned 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, plus 3% interest compounded quarterly;
(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 five thousand dollars ($5,000) will be paid back in equal quarterly payments over a period of five (5) years. Loans of five thousand dollars ($5,000) or more will be amortized over thirty (30) years, with equal quarterly payments over a period of five (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 the 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.

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 (4) 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 only be modified by written amendment approved by Consensus Decision-Making at a Board Meeting.

§9 APPROVAL

9.10. These Bylaws were approved on…

Signed by Directors: