URBAN SOIL/TIERRA URBANA COOP BYLAWS
Outline of Revised Draft US/TU Bylaws
1. Name and Purpose
2. Definitions
3. Governance
4. Membership & Residency
5. Rights, Responsibilities & Assessments
6. Conflict Resolution, Notice & Hearing Procedure
7. Insurance
8. Fiscal Management & Finances
9. Dissolution
10. Amendments
11. Approval
§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”).
1.11. 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.
1.12. Purpose. The Cooperative is organized under the 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 and community into our space. Together, we create functionally cohesive projects that prioritize the use of green building materials and 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 our community. 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 recognize the important role of youth in creating a just and healthy future, and we create spaces for youth to participate in this urban ecovillage project. Together, we collaborate to foster leadership, develop a sustainable world view and realize our potential to make change.
• We act in solidarity with communities everywhere to create a healthy and socially just world, realizing this is the foundation of 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
2.05 Arbitration. An out-of-court procedure for resolving disputes in which one or more people hear evidence and make a decision.
2.10 Articles. “Articles” shall mean and refer to the Articles of Incorporation of the
Cooperative, as amended from time to time.
2.11 Assessments. “Assessment” means a charge levied by the Cooperative against a Member and his or her Membership in accordance with the provisions of these Bylaws. The specific types of Assessments are defined as follows:
(A) “Annual Assessment” shall mean a charge levied against a Member and his or
her Membership and Lease for such Member’s proportionate share of the Cooperative’s annual costs of maintaining, improving, repairing and managing the Project and all other
Common Expenses, which are to be paid by each Member to the Cooperative in the manner and proportions provided herein. Bylaws –Urban Soil Tierra Urbana Cooperative Page 1 of 22.
(B) “Reimbursement Assessment” shall mean a charge levied against a particular
Member and his or her Membership and Lease, directly attributable to, or reimbursable by, the Member, equal to the cost incurred by the Cooperative for corrective action performed pursuant to the provisions of the Governing Documents, or a reasonable fine or penalty assessed by the Board, plus interest and other charges on such Reimbursement Assessments as provided for in the Governing Documents. Reimbursement Assessments shall not include any late payment penalties, interest charges or costs incurred by the Cooperative (including attorney’s fees) in the collection of Annual or Special Assessments.
(C) “Special Assessment” shall mean a charge levied against a Member and his or her Lease and appurtenant Membership for other purposes as provided in Article .
2.15. Board Meeting. A meeting open to all Urban Soil/Tierra Urbana Owner Members at which decisions regarding co-op ownership, purchase of property, changes in Bylaws, expulsions, and any other matters which the Owner Members deem important may be made.
2.20 Certificate. “Certificate” shall mean a Membership Certificate, issued by the Cooperative to one or more Persons and registered in the books and records of the Cooperative, which represents a Membership in the Cooperative and the particular Unit appurtenant to such Membership. Each Certificate, and the Membership represented thereby, is appurtenant to the Lease of a particular Unit in the Project, and the appurtenant Membership and Lease shall not be separately transferred, assigned or conveyed. The sequential numbers of the originally issued Certificates representing Memberships in the Cooperative, together with the locations of the numbered Units to which such Certificates and Memberships shall be appurtenant, are set forth on the Plan which is attached hereto as Exhibit A.
2.25 Common Area. “Common Area” shall mean the entire Project except the Units.
2.30. Consensus Decision. A decision reached by the Consensus Decision-Making Process by a quorum of Members at an appropriately posted meeting, as defined in Section 2.40 or Section 2.45.
2.35. Consensus Decision-Making. 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.
(A). 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.
(B). 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.
(C). Support. A term used in the Consensus Decision-Making process for those who agree with and support a proposed decision.
2.37 Cooperative Rules. “Cooperative Rules” shall mean the rules adopted by the
Board as provided in Section xxx
2.40. Ecovillage. A human-scale, full featured* settlement, with multiple centers of initiative that aspires to harmlessly integrate human activity into the natural world, supports healthy human development, and can be successfully continued into the indefinite future. (This is an adaptation of the definition by Robert Gilman of the Context Institute. *Full featured indicates support for being able to meet our needs for work, play, shelter, etc. in the same area.)
2.50. Expulsion Decision. A decision made by the Owner Members, used exclusively for issues related to expulsion of Members.
2.55 Family. “Family” shall mean one or more natural Persons each related to the other by blood, marriage or adoption, or one or more natural Persons not all so related, who maintain a common household in a Unit.
2.60 Governing Documents. “Governing Documents” is a collective term that means and refers to these Bylaws, the Articles and Cooperative Rules.
2.63 Ground Lease. “Ground Lease” shall mean that Ground Lease dated _____, between the Cooperative as lessee and the Beverly-Vermont Community Land Trust as lessor. In accordance with the provisions of the Ground Lease, Bylaws – Urban Soil/Tierra Urbana Cooperative Page ? of 23 ______(date). (i) the Cooperative is leasing the Property from the BVCLT for ninety-nine years. The Ground Lease is attached hereto as Exhibit E.
2.65 Improvement. “Improvement” shall mean a change or addition that adds value to a Unit
for the purpose of calculating Transfer Value.
2.67 Lease. “Lease” shall mean the Proprietary Occupancy Agreement entered into between the Cooperative and its Members and entitling each Member to the exclusive use and occupancy for residential purposes of the Unit appurtenant to his or her respective Membership; together with any Exclusive Use Common Area appurtenant to such Unit and the non-exclusive use and enjoyment of the Common Area. Each Owner of a Membership and the corresponding Certificate shall be entitled to the Lease of the Unit and Exclusive Use Common Area which are appurtenant thereto. The form of the Lease and the form of recordable Assignment of Lease to be used by the Cooperative for the leasing of all Units in the Project are set forth respectively in Exhibit B and Exhibit C.
(A) Proprietary Occupancy Agreement (B) Rental Agreement
2.70 Occupancy Plan. “Occupancy Plan” shall mean that document attached hereto as Exhibit D, which outlines certain parameters of the formation of the Cooperative and its Membership and the restrictions on income for Members.
2.80. Member. Any Owner Member or Renter Member of the Urban Soil/Tierra Urbana Cooperative.
[alternate def. Member, Membership. “Member” shall mean every Person holding a Membership in the Cooperative, pursuant to Section 7.2. “Membership” shall mean the property, voting, and other rights and privileges of Members, together with the correlative duties and obligations contained in the Governing Documents of the Cooperative. Each Membership and the corresponding Membership Certificate shall be appurtenant to the Lease of a particular Unit in the Project. ]
(A) Full Member A person who has completed the Membership process.
(B) Owner Member. A person who:
(a) has been living at the Urban Soil/Tierra Urbana property operated by the Cooperative for at least eighteen (18) months;
(b) has been accepted as a Full Member of the Cooperative; (c) has signed a valid Proprietary Occupancy Agreement and is upholding the terms of that agreement; (d) has not been expelled or voluntarily terminated their membership in the Cooperative; (e) has met the Share Payment requirements, (f) is currently residing at Urban Soil/Tierra Urbana property.
Owner Members are entrusted with and responsible for the long-term welfare of the Cooperative. Owner Members serve as members of the Board of Directors, are entitled to full participation, and share legal authority and responsibility for making decisions on behalf of the Cooperative, including the right to Block Consensus on a decision. They also have ownership in the Cooperative and other financial rights and responsibilities that renters do not have.
(C) Renter Member. A person who:
(a) (has been living at the Urban Soil/Tierra Urbana property operated by the Cooperative for at least six (6) months;
(b) has been accepted as a Full Member of the Cooperative;
(c) has signed a valid Rental Agreement and is upholding the terms of that agreement; (d) has not been expelled or voluntarily terminated their residency; (e) has paid fees as required by the Rental Agreement; and (f) is currently residing at Urban Soil/Tierra Urbana property.
Renter Members are entitled to full participation in decisions on the day-to-day operations of the Cooperative, who moves in, including the right to Block Consensus on a decision. On decisions about Bylaws, Expulsion Decisions and on decisions related to long-term management of the Cooperative as a capital asset, they are encouraged to give input on the decision but may not block consensus.
2.85. Membership Meeting. A meeting open to all Members of the Cooperative, Urban Soil/Tierra Urbana.
2.86. Notice and Hearing. “Notice and Hearing” shall mean written notice of and a
hearing before the Board, at which the Member concerned shall have an opportunity to be heard
in the manner further provided in these Bylaws.
2.87. Plan. “Plan” shall mean the drawings and related materials showing the relative locations of the Units, the boundaries and relative dimensions of the Units and Exclusive Use Common Areas and such other information reasonably necessary to identify a Unit. A copy of the
Plan is attached hereto as Exhibit A.
2.88. Project. “Project” means the Property and all the improvements on the Property.
2.89. Property. “Property” means that parcel of real property described in Exhibit F attached hereto.
2.90. Reserve Fund. “Reserve Fund” means an account for funds for current and future repairs, replacement, and improvement of major components of the property, such as roofs, balconies, exterior etc.
2.91. Reserve Fund Requirements. “Reserve Fund Requirements” means projected expenditures for major repairs and replacement of property components for a period of five years or more.
2.92. Share Payment. “Share Payment” means the amount each Owner Member is required to pay to become an Owner Member.
2.93. Special Meeting. Any meeting that does not take place not at the usual time, with less than four (4) days’ notice.
2.94. Urban Soil/Tierra Urbana Property. Any land, buildings, or personal property and fixtures that are owned, rented, or leased by the Cooperative.
2.95. Vote. Any time a Member is asked to Support, Stands Aside, or exercise a Block with respect to a proposal using the Consensus Decision-Making process.
2.96. Unit. “Unit” shall mean a residential dwelling space within the Project intended for occupancy, as shown on the Plan.