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
As changed and consensed on by sunday 12/12/10 retreat
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 an Owner 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 an Owner Member and his or her Membership and Proprietary Lease for such Owner 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 Owner Member to the Cooperative in the manner and proportions provided herein.
(B) “Reimbursement Assessment” shall mean a charge levied against a particular Owner Member and his or her Membership and Proprietary Lease, directly attributable to, or reimbursable by, the Owner 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 an Owner Member and his or her Proprietary Lease and appurtenant Membership for other purposes as provided in Article.
2.15. Board Meeting. A meeting of the Owner Members 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 Owner Members 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 Proprietary Lease of a particular Unit in the Project, and the appurtenant Membership and Proprietary 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. A decision reached by the Board of Directors and/or the membership using the Consensus Decision-Making Process where there are no Blocks.
2.35. Consensus Decision-Making Process. A process of making decisions, wherein the following steps are taken:
1. Presentation of a Proposed Decision/Action (10-minute time limit)
2. Questions Regarding, and Clarification of, the Proposed Decision/Action (10-minute time limit)
3. General Discussion of the Proposed Decision/Action (30-minute time limit)
4. Go Around - Each Member Has 5 Minutes (maximum) to Express Their Views
5. Straw Poll on the Proposed Decision/Action (10-minute time limit)
6. Stand-Asides and Blocks - Each Member Who has Indicated That They Would Stand-Aside or Block the Proposed Decision/Action Has 5 Minutes (maximum) to Express Their Views
7. General Discussion of the Proposed Decision/Action as Modified in Light of Views Expressed (30-minute time limit)
8. Determine Whether Consensus Has Been Reached on the Proposed Action (as Modified) (10-minute time limit)
9. WITH RESPECT TO A PROPOSED DECISION/ACTION BY THE DIRECTORS, in the event that Consensus is not reached, an action may be taken by the affirmative vote of seventy-five percent (75%) of the Directors present and voting; provided that the decision to vote is made upon the motion of a Director seconded by two other Directors.
(A). Block(s). A situation in the Consensus Decision-Making Process in which: (i) a Member objects to a proposed decision/action because the Member believes, in good faith, that the decision/action is in conflict with the the Cooperative’s mission, values or consensed-upon policies; and (ii) another Member acknowledges, in good faith that the objecting Member’s objection is based on the Cooperative’s mission, values or consensed-upon policies.
(B). Stand Aside(s). A stand aside may be registered by a group member who has a serious personal disagreement, or otherwise is not registering a block, but does not directly support a proposed decision/action.
(D). Facilitator.
(E). Note-Taker.
2.37 Cooperative Rules. “Cooperative Rules” shall mean the rules adopted by the Board as provided in Section 3.30(i).
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 Household. “Household” 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.
2.63 Ground Lease. “Ground Lease” shall mean that certain Ground Lease dated _____, between the Cooperative and the Beverly-Vermont Community Land Trust, attached hereto as Exhibit E.
2.60 Governing Documents. “Governing Documents” is a collective term that means and refers to these Bylaws, the Articles and Cooperative Rules.
2.65 Unit Improvement. “Unit Improvement” shall mean a change or addition that adds value to a Unit for the purpose of calculating Transfer Value.
2.67 Proprietary Lease. “ Proprietary Lease” shall mean the Proprietary Lease entered into between the Cooperative and its Owner Members and entitling each Owner Member to the exclusive use and occupancy for residential purposes of the Unit appurtenant to his or her respective Membership; together with the non-exclusive use and enjoyment of the Common Area. Each Owner of a Membership and the corresponding Certificate shall be entitled to the Proprietary Lease of the Unit and Exclusive Use Common Area which are appurtenant thereto. The form of the Proprietary Lease and the form of recordable Assignment of Proprietary 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.
2.68 Occupancy Agreement “Occupancy Agreement” shall mean the agreement entered into between the Cooperative and its Renter Members * ask layers for wordsmithing
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, Renter Member or Provisional Renter Member of the Cooperative.
(A) Owner Member. A person who:
(a) has been living at the Project for at least eighteen (18) months;
(b) has been accepted as a Owner Member of the Cooperative;
(c) has signed a valid Proprietary Lease 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 the Project.
(C) Renter Member. A person who:
(a) has been living at the Project for at least six (6) months;
(b) has been accepted as a Renter Member of the Cooperative;
(c) has signed a valid occupancy 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 occupancy agreement; and
(f) is currently residing at Project.
(D) Provisional Renter Member. A person who:
(a) has been accepted as a Provisional Renter Member of the Cooperative;
(b) has signed a valid occupancy agreement and is upholding the terms of that agreement;
(c) has not been expelled or voluntarily terminated their residency;
(d) has paid fees as required by the occupancy agreement; and
(e) is currently residing at Project
2.85. Membership Meeting. A meeting of all the Members of the Cooperative.
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.
2.96. Unit. “Unit” shall mean a residential dwelling space within the Project intended for occupancy, as shown on the Plan.