§3 GOVERNANCE
3.10 Principle. The basic value underlying the governance of the Cooperative is the right and responsibility of Members to participate in decision-making processes of the Cooperative.
3.20 Governing Bodies. The Cooperative shall be governed by the Board of Directors and the Members as set forth in this Section 3.
3.30 Board of Directors. The Board of Directors shall be comprised of all of the Owner Members.
(a) Powers. The Board of Directors shall have the power to:
(i) approve the admission of new Owner Members;
(ii) acquire and dispose of Cooperative assets;
(iii) approve leaves of absence for Members;
(iv) expel Members in accordance with the provisions of these Bylaws;
(v) dissolve the Cooperative; (vi) amend the Articles, Bylaws and Cooperative Rules;
(vii) appoint, supervise and remove officers, agents and employees of the Cooperative; and
(viii) exercise all the powers conferred on the Cooperative as set forth in the Governing Documents that are not in violation of law.
(i) 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 rules, regulations and policies governing operation of the Cooperative (the “Cooperative Rules”). The Cooperative Rules may include the establishment of a system of monetary penalties for the failure to comply with the provisions of any of the Governing Documents by (a) a Member, (b) the Family of such Member or (c) an occupant of such Member’s Unit ((b) and (c) together, a “Member Guest. 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 particular Member. In the event of a breach or threatened breach of any provision of the Governing Documents (including without limitation the Cooperative Rules) by any Member or Member Guest, 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 an Owner Member). The imposition of any financial penalties or suspension of voting rights for the violation of a Cooperative Rule must conform to the Notice and Hearing requirements set forth in Section 6. Any amendment to the Cooperative Rules shall be effective thirty (30) days from the date of adoption thereof, or at such later date as the Board may designate at the time of adoption of such amendment. A copy of any amendment to the Cooperative Rules shall be delivered to each Member either electronically, in person, or by mail, with postage prepaid, at least ten (10) days before the effective date of such Cooperative Rule.
(b) Officers. The Board of Directors shall appoint the following four (4) Officers: a President, a Vice President, a Secretary and a Treasurer. Additional offices may be created as determined by the Board of Directors. All Officers must be appointed from the Owner Members. Officers will serve at the pleasure of the Board of Directors and may be removed with or without cause. An Officer may not Block in a Consensus Decision-Making Process with respect to his/her removal.
(c) Decision-Making Process. The Board of Directors shall use the Consensus Decision-Making Process for all actions taken on behalf of the Cooperative. In the event that a Consensus Decision cannot be reached, except as otherwise specifically provided in these Bylaws, an action may be taken by the affirmative vote of seventy-five percent (75%) of the Directors present and voting.
(d) Meetings.
(i) Regular Meeting. Regular meetings of the Board of Directors shall be held at least quarterly at such time and place as may be fixed by resolution of the Board. 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. Notice need not be given to any Director who signs a waiver of notice or consents in writing to allow the meeting to take place. 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.
(ii) Special Meeting. In an urgent situation, two (2) Board members may call a special meeting without providing notice as required for regular meetings. Notice for special Board meetings must (A) be in writing, (B) include the purpose for which the meeting is called, (C) be posted in the Common Area, (D) be distributed to Board members’ Units, and (E) be distributed electronically to those Board members who have provided the Cooperative with email addresses. In addition, reasonable effort must be made to provide oral notice to the Board members.
(iii) Minutes. Minutes will be taken at all Board meetings by the designated Note-Taker. The minutes will include, at a minimum, the date, names of those present, and a record of all decisions reached. Minutes will be made available electronically for examination by any Member at any time, except those minutes that may be designated by the Board as confidential and sensitive. The Board of Directors shall maintain a complete written record of all of its final decisions and actions, and shall present a complete summary of the actions taken during the preceding twelve (12) months at each annual meeting of the Owner Members.
(iv) Quorum. For a regular Board meeting to convene, at least fifty percent (50%) of the Board members plus one (1) must be in attendance. For a special Board meeting to convene, at least thirty-three percent (33%) of the Board members plus one (1) must be in attendance. For a Board meeting to convene where a Major Decision will take place, at least seventy-five percent (75%) of the Board members must be present. For the purposes of establishing quorum, attendance by proxy is not allowed.
(A) Major Decision. A Major Decision is a decision to approve admission of a new Owner Member, amend the Articles or Bylaws, or dissolve the Cooperative.
(B) Attendance Rights and Requirements. Officers must attend all Board meetings or designate a representative in advance from among the Board members to attend on their behalf. Any Board member who will not be in attendance may submit written comments to the designated Facilitator in advance which written comments will be read at the meeting, provided that any writing so submitted must be signed and dated by such Board member. Those Board members in attendance shall consider such comments but shall not be bound by them. This method of submitting written comments to the designated Facilitator may not be used to Block. Renter Members may attend Board meetings as observers; provided that the Board may exclude Renter Members from the part of any Board meeting during which the subject under consideration is (i) a legal proceeding to which the Cooperative is a party, (ii) the negotiation or execution of a contractual obligation of the Cooperative or (iii) an issue relating to an employee, agent or independent contractor of the Cooperative.
C) Interested Members. In addition to Section 3.20(e)(5)(B) above, the Board may exclude a Member (whether or not such Member is an Officer or Board member) from the part of any Board meeting during which the subject under consideration is a matter directly related to such Member’s individual interests, including, without limitation, expulsion or eviction of such Member, approval of such Member as an Owner Member, imposition of financial penalties on such Member, approval of the use of a Unit by such Member, such Member’s contractual relationship with the Cooperative, such Member’s employment relationship with the Cooperative or such Members non-compliance with the Governing Documents; such Member being referred to herein as an “Interested Member.” An Interested Member will not be counted in the total number of directors or Owner Members for purposes of determining quorum or voting majority, will not be allowed to exercise a Block, and will not be allowed to exercise voting power.
(e) Standard of Care. Each Director shall perform his or her duties in good faith, in a manner which such Director believes is in the best interest of the Cooperative, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
3.40 Members. Any Owner Member, Renter Member, or Provisional Member of the Cooperative.
(a) Powers. The Members shall have the power to: (i) approve new Provisional Members; (ii) approve new Renter Members; (iii) approve the rental of Units owned by the Cooperative; (iv) approve uses of the Common Areas; and (v) adopt and amend policies and procedures relating to volunteer tasks and other matters pertaining to the day-to-day operations of the Cooperative.
(b) Decision-Making Process. The Members shall use the Consensus Decision-Making Process for all decisions unless the Members resolve by Consensus to use another method for a specific decision or class of decisions.
(c) Meetings.
(i) Regular Meeting. Regular meetings of the Members shall be held at least monthly at such time and place as may be fixed by the Members. If the business to be transacted by the Members requires weekly meetings, regular meetings may be held weekly. 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 Member not less than four (4) days prior to the meeting. Notice need not be given to any Member who signs a waiver of notice or consents in writing to allow the meeting to take place. If the Common Area is insufficient for posting of such notice, Members shall communicate the notice of the time and place of such meeting by any means they deem appropriate.
(ii) Special Meeting. In an urgent situation, two (2) Members may call a special meeting without notice as required for regular meetings. Notice for special Member meetings must (A) be in writing, (B) include the purpose for which the meeting is called, (C) be posted in the Common Area, (D) be distributed to Members’ Units, and (E) be distributed electronically to those Members who have provided the Cooperative with email addresses. In addition, reasonable effort must be made to provide oral notice to the Members.
(iii) Minutes. Minutes will be taken at all Member meetings by the designated Note-Taker. The minutes will include, at a minimum, the date, names of those present, and a record of all final decisions reached. Minutes will be made available electronically for examination by any Member at any time. The Cooperative shall maintain a complete written record of all decisions and actions taken by the Members, and shall present a complete summary of the actions taken during the preceding twelve (12) months at each annual meeting of the Members.
(iv) Quorum. For a regular meeting of the Members to convene, at least fifty percent (50%) of the Members plus one (1) must be in attendance. For a special Member meeting to convene, at least thirty-three percent (33%) of the Members plus one (1) must be in attendance. For the purposes of establishing quorum, attendance by proxy is not allowed.
1) Attendance Rights and Requirements. Any Member who will not be in attendance may submit written comments to the designated Facilitator in advance which written comments will be read at the meeting, provided that any writing so submitted must be signed and dated by such Member. Those Members in attendance shall consider such comments but shall not be bound by them. This method of submitting written comments to the designated Facilitator may not be used to Block.
3.50 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.
3.60 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