§3 GOVERNANCE
3.05. Principle. The basic value underlying the governance of Urban Soil/Tierra Urbana is that people have the right and responsibility to participate in decisions that affect their lives.
3.10. Governing Body. The Cooperative shall be run by the Board of Directors, which will be composed of Owner Members. The Board of Directors will have Officers (President, Vice President, Secretary and Treasurer), who will be elected by the Board of Directors from existing members of the Board of Directors. Additional positions may be created as necessary. Length of service for these positions will initially be for (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 in advance a representative to stand in. Any member of the Board of Directors may serve as a representative. Officers may be replaced by the Board of Directors, if they miss more than (2) two consecutive Board Meetings or more than (3) three meetings within any twelve (12) months. Officers may be replaced at any time by consensus vote of the non-Officer members of the Board of Directors.
3.15. Decision-Making Authority. Decisions reserved to the Board of Directors are those dealing with approving new Owner Members, the disposition and acquisition of assets, Bylaws, Articles of Incorporation, leaves of absence, expulsion, dissolution and all powers conferred on the Cooperative as set forth in the Governing Documents. Responsibility for other decisions, including new residents, volunteer tasks, ongoing policies, and other matters pertaining to the day-to-day operations of the Cooperative, rests with all Members (Owners and Renters).
3.17. Decision-Making. The board of Directors shall attempt to reach unanimous agreemnet on all decisions. In the event that unanimous agreement cannot be achieved, a decision may be made by an affirmative vote of seventy-five percent (75%) of the directors present and voting, except as otherwise provided by these Bylaws.
3.20. Board Meeting. A meeting open to all Members at which decisions regarding ownership, purchase of property, amendments to the Bylaws, leaves of absence, expulsions, and any other matters which the Owner Members deem important may be made. Meetings of the Board of Directors will be held once a month, with a minimum attendance equal to fifty percent (50%) of the number of Board of Directors, plus one (1). Renter Members may attend Board Meetings as observers with permission from all of the Owner Members in attendance.
3.21 Powers. The Board of Directors shall have all powers conferred on the Cooperative as set forth in the Governing Documents. In addition, the Board of Directors shall appoint and remove at its pleasure all officers, agents, and employees of the Cooperative, and shall prescribe powers and duties for them that are consistent with the Governing Documents and any applicable laws. Also, every director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Cooperative, and shall have the right to make extracts and copies of such documents. To the extent that these records or documents are available electronically, Directors shall inspect the appropriate electronic record.
(A) Cooperative Rules. The Board of Directors shall have the power from time to time and subject to the provisions of these Bylaws and the Articles, to adopt, amend and repeal Cooperative Rules which may include the establishment of a system of monetary penalties for failure to comply with the provisions of the Governing Documents by a Member, such Member’s Family or an occupant of such Member’s Unit. The Cooperative Rules shall not be inconsistent with the provisions of these Bylaws or the Articles. No Cooperative Rule may be adopted which discriminates among Owner Members or among Renter Members, or which materially affects the rights, preferences or privileges of any Owner Member or Renter Member set forth in the Articles or these Bylaws. In the event of a breach or threatened breach of the Cooperative Rules or any provision of the Governing Documents by any Member, such Member’s Family, or an occupant of such Member’s Unit, the Board of Directors may impose financial penalties on such Member as provided herein, and/or may temporarily suspend the voting rights of such Member (including voting rights of a director if such Member is a director). The imposition of any financial penalties or suspension of voting rights for violations of a Cooperative Rule must conform to the Notice and hearing requirements set forth in Section 6. Conflict Resolution, Notice & Hearing Procedure. Any amendment to the Cooperative Rules shall be effective thirty (30) days from the date of adoption thereof by the Board or at such later date as the Cooperative may designate at the time of adoption of the amendment. A copy of any Cooperative Rule shall be delivered to each Owner Member either in person or by mail, postage prepaid at least ten (10) days before the effective date of such Cooperative Rule.
3.22 Duties. The Board of Directors shall be responsible for the performance of the duties of the Cooperative as set forth in the Governing Documents, and shall supervise all officers, agents and employees of the Cooperative for the proper performance of their duties. In addition, the Board of Directors shall maintain a complete written record of all of its actions, and shall present a complete summary of the actions taken during the preceding twelve (12) months at each annual meeting of the Owners. In addition, the Board shall do the following not less frequently than quarterly: (i) Cause a current reconciliation of the Cooperative’s operating accounts to be made and review the same; (ii) Cause a current reconciliation of the Cooperative’s reserve accounts to be made and review the same; (iii) Review the current year’s actual reserve revenues and expenses compared to the current year’s budget; (iv) Review the most current account statements prepared by the financial institution where the Cooperative has its operating and reserve accounts; and (v) Review an income and expense statement for the Cooperative’s operating and reserve accounts.
3.23 Standard of Care. Each director shall perform his or her duties as a director in good faith, in a manner such director believes to be in the best interest of the Cooperative, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
3.30. Membership Meeting. A meeting open to all Members at which decisions are made as described in Section 3.15.
3.35. Major Decisions. The following types of decisions must be made with seventy-five percent (75%) of the Owner Members present or participating by proxy in writing: accepting new share Owner Members, amending the Articles of Incorporation, amending the Bylaws, and dissolving the Cooperative.
3.40. Expulsion Decision. A decision made by the Owner Members as defined in Section 4.60 (C).
3.50 Compliance with Governing Documents. All present and future Members, Owners and occupants of Units within the Project shall be subject to, and shall comply with, each and every provision of the Governing Documents, as the same or any of them shall be amended from time to time. The acceptance of a Certificate of Membership, the entering into a Lease or contract of sale with respect to any Unit, or the occupancy of any Unit shall constitute the consent and agreement of such Owner Member, Renter Member, or occupant that each and all of the provisions of the Governing Documents, as the same or any of them may be amended from time to time, shall be binding upon said person and that said person will observe and comply with the Governing Documents.
3.55 Resolution of Conflicts Between Documents. If there are any matters of conflict or inconsistencies between the Cooperative Rules and the Articles or between the Bylaws and the Articles, then the provisions of the Articles shall prevail. If there are any matters of conflict or inconsistencies between the Cooperative Rules and these Bylaws, then the provisions of these Bylaws shall prevail.
3.60. Proxy. Any Member 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 Members 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 Members plus one (1) constitutes a quorum for decision-making at any Membership 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 as described in Section 3.35.
3.70. Meeting Times and Notice.
(a) Regular. Regular meetings of the Board of Directors shall be held at least quarterly at such time and place within the Project as may be fixed from time to time by resolution of the Board, provided that if the business to be transacted by the Board requires monthly meetings, regular meetings may be held monthly. Notice of the time and place of any regular meeting shall be posted at a prominent place within the Common Area, and shall be given electronically to each director not less than four (4) days prior to the meeting; provided, however, that notice need not be given to any director who signs a waiver of notice or written consents to the holding of the meeting. If the Common Area is insufficient for posting of such notice, the Board of Directors shall communicate the notice of the time and place of such meeting by any means it deems appropriate. Membership Meetings will be held at regular times as determined by the Members. Meetings will be held with at least four (4) days’ notice.
(b) Special. In an urgent situation one-third of the Owner Members may convene a Special Board Meeting, and one-third of the all Members may convene a Special Meeting, with less than four (4) 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 Common Area, distributed to Resident’s units and electronically to those Members the Cooperative has email addresses; along with a reasonable effort to provide oral notice.
3.75. Meeting Place. Meetings will be held on the Property occupied by the Cooperative unless otherwise stated in the meeting notice.
3.90. Interpretation of Policy. If a policy or agreement is confusing or subject to interpretation, the Members will follow any precedent that has been set regarding the policy. If no precedent has been set, Members 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 motion of at least three (3) Members. 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, names of those present, and record of all decisions reached, and will be made available electronically for examination by any Member 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 (excluding an action by the Cooperative) because that person is or was an Owner Member, Renter Member, 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.