Walnut Street Co-op bylaws
§1 Name and purpose
1.10. Name: The name of the cooperative corporation is Walnut Street Cooperative, also referred to herein as “the Cooperative.”
1.20. Vision: The vision of the Cooperative is to create a sustainable society where people are cooperatively living, learning, and working together.
1.30. Mission: The mission of the Cooperative is to provide a dynamic model of affordable, ecologically responsible urban cooperative living that serves its community and the healthy transformation of the society around it. We seek to create a fertile ground for mutual support, shared activities, deepening knowledge of ourselves and of group process, and a sense of loving connection. We want to actively serve others as an inspirational model of living and working together to create community and social change, among ourselves and with the people of the Eugene area and beyond.
1.40. Values: The Cooperative seeks to promote the values of cooperation, community, communication, democracy, ecological sustainability, fairness, personal awareness, and collective intelligence.
§2 Definitions
2.10. Member: A person who:
(a) has lived at Walnut Street Cooperative for at least 6 months;
(b) has been accepted as a Member by a Full Input Member Decision;
(c) has not been expelled or voluntarily terminated their membership;
(d) is currently residing at Walnut Street Cooperative property.
Members are entrusted with and responsible for the long-term welfare of the Cooperative and constitute the board of this co-op corporation. They are entitled to full participation and share legal authority and responsibility for making all decisions on behalf of the corporation, including the right to block consensus on a decision. They also have limited equity as per Section 6.25, and other financial rights and responsibilities that renters do not have.
2.12 Associate Member: A person who
(a) has lived at Walnut Street Cooperative for at least 6 months (or at least 3 months if there is only one full Member left);
(b) has been accepted as an Associate Member by a Full Input Member Decision;
(c) has not been expelled, voluntarily terminated their membership, nor had their associate membership terminated by the Members;
(d) is currently residing at Walnut Street Cooperative property.
Associate Members share with Members responsibility for the long-term welfare of the Cooperative. They are entitled to full participation and notification regarding all Membership activities and meetings and share legal authority and responsibility for making all decisions on behalf of the corporation with the exception that they cannot block consensus among full Members on the following decisions:
(a) financial decisions in excess of $500,
(b) expulsions,
(c) decisions having to do with sale of the property,
(d) termination of their associate membership by the Members,
(e) decisions having clear legal ramifications for the Cooperative as determined by the Members and
(f) changes in the Bylaws or Articles of Incorporation.
Legal and financial responsibility for the above decisions remains with the full Members.
Associate Members also have limited equity as per Section 6.27, and other financial rights and responsibilities that renters do not have.
2.15. Renter: A person who:
(a) has been accepted as a Resident by a Full Input Resident Decision;
(b) has signed a valid Rental Agreement and is upholding the terms of that agreement;
(c) has not been expelled or voluntarily terminated their residency;
(d) has paid fees as described in the Rental Agreement; and
(e) is residing at Walnut Street Cooperative property.
They are entitled to full participation in decisions on the day-to-day operations of the household and on who moves in, including the right to block consensus on a decision. On decisions about Bylaws, expulsion, long-term management of the house as a capital asset, and other decisions reserved for Members, Residents are encouraged to give input on the decision but may not block consensus.
2.20. Resident: Any Member, Associate Member or Renter at Walnut Street Cooperative.
2.23. Trustee Board: A board consisting of all Cooperative Members plus 3-5 Trustees whose mandate is to ensure that the Cooperative’s real estate is not sold into private ownership in any way that violates Section 7 of these Bylaws (Dissolution and Sale of Property). To fulfill this mandate, the Trustee Board’s agreement is required to approve:
(a) any sale of the Cooperative’s buildings or land;
(b) any revision of the bylaws that changes or could substantively impact:
(1) Section 7 Dissolution and Sale of Property; or
(2) the functioning of the Trustee Board.
2.24. Trustee: A member of the Trustee Board.
(a) Non-Resident Trustee: A member of the Trustee Board who does not live at Walnut Street Cooperative.
(b) Resident Trustee: A member of the Trustee Board who lives at Walnut Street Cooperative. All Members of the Cooperative are also Resident Trustees.
2.25. Co: A gender-neutral pronoun, equivalent to her/him and she/he.
2.30. Consensus: 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 deal with all concerns and to synthesize the wisdom of the group to produce the highest quality decision possible. In the Cooperative an informal spirit of consensus underlies the creation of consensus-based agreements and policies. If a substantial number of Residents no longer share agreement regarding a subject about which there was apparent consensus earlier, there is an assumption that consensus no longer exists and that a renewed consensus process is called for. (See 3.90 for more details on this.)
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: 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 still holding substantial concerns about the proposed decision.
2.36. Block: A term used in the consensus decision-making process by someone who feels called to stand in the way of a proposed decision because co believes the group is making an extremely unwise, irresponsible, or immoral decision, or one in conflict with the basic values of the group or the purpose for the group’s existence. Personal disagreement with a decision is an insufficient reason to block.
2.38. Vote: Any time a Resident agrees with and supports, stands aside from, or blocks a proposal using the consensus process.
2.40. Membership Meeting: A meeting open to all Walnut Street Cooperative Members and Associate Members at which decisions regarding 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 Walnut Street Cooperative Residents.
2.47. Trustee Board Meeting: A meeting open to all Trustees (typically conducted via teleconference).
2.50. Special Meeting: Any meeting that takes place not at the usual time, with less than 3 days notice.
2.55. Regular Consensus Decision: A decision reached by the consensus process by a quorum of Residents at an appropriately posted or regularly scheduled Residents or Membership Meeting. Only those Residents at a meeting have authority to make regular consensus decisions on behalf of Walnut Street Cooperative. In this type of decision, Residents not present at the meeting need not be consulted.
2.60. Full Input Member Decision: A decision reached by the consensus process of a quorum of the Members at a Membership Meeting on which all Members not present at that meeting will be given an opportunity to offer input if possible.
2.65. Full Input Resident Decision: A decision reached by the consensus process by a quorum of Residents at an appropriately posted or regularly scheduled Residents Meeting on which all Residents not present at that meeting will be given an opportunity to offer input if possible.
2.70. Expulsion Decision: A decision made by the Members, used exclusively for issues related to expulsion.
2.75. Trustee Decision: A decision reached through the consensus process by a quorum of Trustees at an appropriately posted Trustee Board Meeting on which all Trustees not present at that meeting are given an opportunity to offer input if possible.
2.80. Walnut Street Cooperative Property: Any land, buildings, or common material possessions that are owned, rented, or leased by the Walnut Street Cooperative.
2.85. Residing at Walnut Street Cooperative Property: An individual is considered to be residing at Walnut Street Cooperative property when they are sleeping an average of at least two nights a week over a ten-week period at Walnut Street Cooperative property, have most of their belongings at Walnut Street Cooperative property, and are upholding responsibilities to the Cooperative that they have agreed to (including the payment of all rents and fees); or when a Full Input Resident Decision is made declaring the person to be residing at Walnut Street Cooperative.
2.90. Personal Living Area: An area Walnut Street Cooperative has agreed to designate as a specific individual’s personal living space.
2.95. Common Space: Any and all areas of Walnut Street Cooperative that are not part of a Personal Living Area.
§3 Governance
3.05. Principle. The basic expectation underlying the governance of Walnut Street Cooperative is that people have the right to participate in decisions that affect their lives. The primary modification of this principle is that the long-term well-being of a community should be stewarded by long-term, committed members of that community.
3.10. Governing Body. Walnut Street Cooperative shall be run by the Residents. Positions include Facilitator (President), Notetaker (Secretary), and Treasurer. Additional positions may be created as necessary. Length of service for these positions will be determined by the Residents.
3.15. Decision-Making Authority. Decisions reserved to the Members are those dealing with membership, Articles of Incorporation, leaves of absence, expulsion, finances, disposition and acquisition of assets, Bylaws (exclusive of sections referred to in Section 2.23(b)), legal matters that could impact or are impacting the Cooperative, and any other matters which the Members deem necessary to decide upon. Decisions reserved to the Trustee Board are amendments to Bylaws as per Section 2.23(b), sale of buildings and land owned by the Cooperative, and dissolution. 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.
3.20. Membership Meeting. A meeting open to all Walnut Street Cooperative Members and Associate Members at which decisions regarding membership, purchase of property, changes in Bylaws, finances (including setting fees and annual budgets), leaves of absence, expulsions, legal matters that could impact or are impacting the Cooperative, and any other matters which the membership deems important may be made. Renters may attend Membership Meetings as observers with permission from all of the Members in attendance. Associate Members participate in all discussions and decisions but do not have decision-making powers in (a) financial decisions in excess of $500, (b) expulsions, (c) decisions having to do with sale of the property, (d) termination of their associate membership by the Members, (e) decisions having clear legal ramifications for the Cooperative as determined by the Members and (f) changes in the Bylaws or Articles of Incorporation. The sale of real property and certain changes in the Bylaws (as specified in Section 2.23) may be discussed at a Membership meeting, but decisions in those areas can only be made at a Trustee Board Meeting.
3.25. Residents Meeting. A meeting open to all Walnut Street Cooperative 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 Walnut Street Cooperative.
3.30. Full Input Member Decision. The following decisions must be made by a Full Input Member Decision: expenditures or taking on of debt of $500 or more; extending credit or forgiving debt; accepting new Members or Associate Members; amending the Articles of Incorporation or the Bylaws; legal matters which impact or could impact the Cooperative; and granting leaves of absence.
3.35. Full Input Resident Decision. This type of decision will apply in the cases of: (1) policies (ongoing rules and regulations) of Walnut Street Cooperative; (2) decisions regarding who is invited to move in as a Resident at Walnut Street Cooperative.
3.38. Trustee Decision. Decisions reserved to the Trustee Board are amendments to Bylaws as per Section 2.23(b), sale of buildings and land owned by the Cooperative, and dissolving the corporation.
3.40. Full Input Decision Contact Procedure. Before a final decision is made on an issue that requires a Full Input Member Decision or a Full Input Resident Decision, the people present at the meeting must make a reasonable attempt to contact each person not present and to ask them for input on the proposed decision. An attempt will be made to engage with absent Members or Residents (respectively) on such a decision as much as is practical. A person who is away may request that the decision be delayed until their return; the granting of such a request is at the discretion of other Members or Residents (respectively).
3.42. Trustee Decision-in-Progress Contact Procedure. Before a decision is made, Trustees present at the meeting must make a reasonable attempt to contact each Trustee not present and ask them for input on the proposed decision. An attempt will be made to engage with absent Trustees as much as is practical. Absent Trustees may request that the decision be delayed until their return; the granting of such a request is at the discretion of the other Trustees.
3.45. Expulsion Decision. A decision made by the Members, used exclusively for issues related to expulsion. The individual Resident(s) whose expulsion is being considered are excluded from this meeting unless the Members 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.
3.50. Conflict Resolution. Conflicts that significantly affect the quality of life at Walnut Street Cooperative are the legitimate concern of any or all of its residents. If the Cooperative has been unable to resolve a major conflict for a period of 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 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.
3.55. Mediation. Residents will make themselves available for conflict resolution on personal matters between Residents at the request of any Resident, within one week of the request (or within one 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, or via an email to all Residents. 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. Sixty percent of the Residents constitutes a quorum for decision-making at any Residents Meeting. Sixty percent of the Members and Associate Members qualified to decide on the matters in question constitutes a quorum for decision-making at any Membership Meeting. Sixty percent of the Resident Trustees and sixty percent of the Non-Resident Trustees constitute a quorum for decision-making at any Trustee Board Meeting.
3.70. Meeting Times and Notice.
(a) Regular. Meetings will be held at regular times as determined by the Residents. Meetings will be held with at least 3 days notice.
(b) Special. In an urgent situation one-third of the Members may convene a Special Membership Meeting, and one-third of the Residents may convene a Special Residents Meeting, with less than 3 days notice. Notice for Special meetings must also include the purpose for which the meeting is called and the reason for its unsual urgency. Notice will include a written notice posted on the bulletin board or in the kitchen of the Cooperative and an email to all Residents; oral notice is also strongly encouraged.
(c) Full Input Decision Contact Procedure. Notice will rely on whatever methods seem most likely to successfully reach the person (personal contact, phone calls, email, postal letter, etc.). In the case of situations that may have legal implications, we will attempt to maintain a record of contact if possible, through including written notice (email, postal letter, or fax) as part of any contact.
(d) Trustee Decision Contact Procedure. Notice will rely on whatever methods seem most likely to successfully reach an absent Trustee (personal contact, phone calls, email, postal letter, etc.). Trustee convenors or secretaries will attempt to maintain a record of contact, if possible, through including written notice (email, postal letter, or fax) as part of any contact.
(e) Trustee Board Meeting Convening. Any Trustee can convene a meeting as need arises. Since Trustee Board Meetings are only expected to occur on rare occasions involving property sales or certain Bylaws changes, they will be collaboratively scheduled via email, web scheduling tool, and/or phone, such that the meeting will occur within 2-8 weeks of the initial announcement of intention to hold said meeting (depending on urgency), seeking maximum Trustee attendance
3.75. Meeting Place. Resident and Membership Meetings will be held on the property occupied by the Cooperative unless otherwise stated in the meeting notice. Trustee Board Meetings will be held by telephone conference call unless otherwise stated in the meeting notice.
3.80. Presumption of Agreement. A Resident who is present at a Residents Meeting or a Membership Meeting, or a Trustee who is present at a Trustee Meeting, is presumed to be in support of proposed decisions unless co stands aside from or blocks a proposed decision.
3.85. Absence from Meetings. If a Resident is absent from a meeting, it is co’s responsibility to read the minutes from meetings held during their absence, and to bring up any disagreement with decisions reached during their absence, within 14 days of returning. If they are able to convince at least one 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. As part of the Cooperative's application of consensus as described in 2.30, if any recorded policy or agreement is confusing or subject to interpretation, the Residents will consider 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 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 and record of all decisions reached, and will be available for examination by any Resident at any time.
3.96. Reports to Trustees. The Cooperative is to send all Trustees an annual report and all informational mailings sent to lists of Cooperative lenders, advisors, supporters, etc., as well as any proposed changes in the Bylaws or ownership status of the Cooperative’s real property.
3.98. Indemnification. The Cooperative shall indemnify to the fullest extent permitted under Oregon 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 Member, Associate Member, Resident, Trustee, 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 Oregon Statutes in effect at the time of determination.
§4 MEMBERSHIP, RESIDENCY, AND TRUSTEE BOARD SERVICE
4.10. Resident Acceptance. Acceptance as a Resident will be determined by a Full Input Resident Decision.
4.20. Membership Acceptance. Acceptance as a Member will be determined by a Full Input Member Decision. A person must be a Resident for at least 6 months prior to becoming a Member, unless an exception is granted by a Full Input Member Decision.
4.25. Associate Membership Acceptance. Acceptance as an Associate Member will be determined by a Full Input Member Decision. A person must be a Resident for at least 6 months prior to becoming an Associate Member (or at least 3 months if there is only one full Member left).
4.30. Membership Fees. An initial membership fee or in kind contribution may be assessed of any new Member or Associate Member. This fee is non-refundable, unless the Cooperative is dissolved, in which case it is refunded as per Section 7.50 if it was a payment in excess of $50.
4.40. Termination.
(a) Voluntary. If a person wishes to voluntarily terminate their residency, co must give written notice as required by the Rental Agreement. If a person wishes to voluntarily terminate their membership or associate membership, co should give at least one month's written notice.
(b) Automatic (Renters Only). An individual’s residency is automatically terminated when they are no longer fulfilling the conditions of residing at Walnut Street Cooperative as defined in section 2.85 of these Bylaws (except if the Members determine that Walnut Street Cooperative property has become uninhabitable).
As soon as a Renter has a debt with Walnut Street Cooperative that is equivalent to 15 days worth of fees, that person’s residency is automatically terminated and co must move out of the house immediately, unless otherwise determined by the Members in a Full Input Member Decision. 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. Walnut Street Cooperative may not extend credit or forgive debt to any person living at Walnut Street Cooperative property except by a Full Input Member Decision at which the debtor may not vote.
(c) Member/Associate Member Termination. A Member or Associate Member may terminate their membership or associate membership at any time upon notice to the full Members, although at least several weeks notice is strongly advised. Associate membership may be terminated for any reason by a full Member Input Decision in which the Associate Member may participate in the deliberation but not block the decision.
(d) Expulsion. A Member, Associate Member 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 Members of Walnut Street Cooperative may require that the Resident who is being considered for expulsion be compelled to leave Walnut Street Cooperative property for up to 18 days until the issue of expulsion is resolved. Renters and Associate Members 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 fees, acts of violence, and/or other violations of the Rental Agreement.
4.45. Vacant Board Remedy. In the event that there are no longer any full Members, the Associate Member who has been on the board longest automatically becomes a full Member and can decide who, if any, of the Associate Members co wishes to invite to join co in full Member status.
4.50. Leave of Absence. Members and Associate Members may request to take a Leave of Absence from their official roles, which request may be granted by a Full Input Member Decision. During that period the Member or Associate 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 their prior membership status.
4.60. Non-Resident Trustee Selection. To create the Trustee Board, Non-Resident Trustees up to the minimum of three will be selected by a Full Input Member Decision. Once there are three Non-Resident Trustees, additions or replacements will be selected by a Trustee Decision. Retiring Trustees are encouraged to participate before departure in the selection of new Trustees. Non-Resident Trustee candidates are expected to have at least three years of experience living in intentional community (or other comparable involvement with intentional living communities) and/or significant experience with cooperatives. Involvement with networks, federations, or other collective activities of cooperatives or intentional communities is highly desirable.
4.65. Non-Resident Trustee Departure. A Non-Resident Trustee serves until co retires or is removed by a Trustee Decision in which they may participate if invited, but cannot block.
§5 Rights and Responsibilities
5.10. Provisions. The operation of the Cooperative will include the provision of food, 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 the household as detailed in the Rental Agreement.
5.20. Residency Responsibilities. It is the responsibility of Residents to make agreements (policies) that further the goals of the Walnut Street Cooperative and to ensure that all Members, Renters, and any employees of Walnut Street Cooperative uphold their responsibilities.
5.30. Equality. The rights and responsibilities of legal Members are equal with one exception: Members who are being considered for expulsion do not have the right to participate in the decision to expel. The rights and responsibilities of Associate Members are equal to that of Members with the exceptions noted herein. The rights and responsibilities of Renters are equal.
5.40. Transfer of Membership. Membership and associate membership not transferable.
§6 Finances
6.10. Financial Authority and Responsibilities. The membership has collective 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 Walnut Street Cooperative are dedicated to benefit Walnut Street Cooperative. Any funds accumulated in excess of budgeted reserves will be returned to Walnut Street Cooperative 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), and a clause allowing the Cooperative to elect to pay off the loan in part or in full at any time. All loans must be approved by a Full Input Member Decision.
6.25. Membership Equity. Return of investment or loans is limited and is not subject to the market value of the Cooperative's property. Members’ equity consists of a one-third portion of that part of their monthly rent that was used to pay off the Cooperative's debts, at 3% interest, compounded quarterly for the entirety of the period during which they paid rent to the Cooperative (prorated for periods of time that are less than one quarter). The rationale is that this is an approximation of the amount of their rent that contributed to paying off the principal on loans to the Cooperative.
6.27. Associate Membership Equity. Return of investment or loans is limited and is not subject to the market value of the Cooperative's property. Associate Members’ equity consists of a one-third portion of that part of their monthly rent that was used to pay off the Cooperative's debts, at 3% interest, compounded quarterly for the entirety of their Co-Op Associate Membership period (prorated for periods of time that are less than one quarter).
6.30. Member Loans. Each loan from a Member to the Cooperative requires a consensus decision noted in the minutes and will have a contract signed by the Member and at least two other Members of the Cooperative. (If there are not enough Members to satisfy this requirement, Associate Members may sign and, if there are not enough Associate Members, then Residents may sign. The point of this is that a Member may not make a loan to the Cooperative without at least two other of the highest ranking Residents signing off on it.) The interest rate will be 0-3%, as established by the contract. Other than these requirements, a loan from a Member is to be treated the same as any other loan.
6.35. Rental Equity. Unless the Cooperative dissolves, membership equity as described in Section 6.25 and associate membership equity as described in Section 6.27 can only be paid under the following conditions:
(a) The Member or Associate 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
(b) 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.
If membership is terminated, interest ceases to accrue. If membership is terminated at a time when rental equity payments are not available (due to condition (b) not being met), a former Member or Associate Member may make a request at a later time if those conditions are then met. Rental Equity can be paid in increments, at the discretion of the Members. If and when the Cooperative's property is sold effort will be made to pay Rental Equity to former Members and anyone who was an Associate Member in good standing for more than one year, as per Section 7, on the condition that they can be readily contacted. The Cooperative will not be liable for Rental Equity payments to former Members and Associate Members who, after the Cooperative's good faith effort, cannot be contacted.
6.40. Authorization of Debt and Expense. The membership may authorize individuals to spend money or incur debt on behalf of Walnut Street Cooperative, or establish rules and procedures for such expenditure. Expenditures and debts over $500 may only be authorized by a Full Input Member Decision without the necessary consent of the Associate Members.
6.45. Non-Liability. No Member, Associate 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. Walnut Street Cooperative will prepare an annual financial report including a Profit and Loss statement and a Balance Sheet within four months of the closing of Walnut Street Cooperative’s fiscal year.
6.60. Budget. A budget designed to maintain the financial stability of Walnut Street Cooperative will be prepared and adopted annually or more frequently as needed. Full Members can veto and replace a budget approved by Associate Members if they deem it dangerous to the viablity of the Cooperative.
6.65. Fees. Fees will be determined by the Members and Associate Members and based on the budget and written fee policies. Full Members can veto and replace a fee schedule approved by Associate Members if they deem it dangerous to the viablity of the Cooperative.
§7 SALE OF PROPERTY AND DISSOLUTION
7.10. Dissolution Process. The Trustee Board may decide by a Trustee Decision to undertake the dissolution of the corporation. In the event of such decision, the assets of the Walnut Street Cooperative must be sold or their possession transferred so as to satisfy any debts owed by Walnut Street Cooperative. The sale and/or transfer of possession of any Walnut Street Cooperative property will proceed according to these Bylaws and the conditions spelled out in any contracts Walnut Street Cooperative 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.
7.15. Intentions Regarding Sale of Cooperative Real Property.
(a) The intention is to use the Cooperative’s assets to maintain affordable housing for intentional community living and/or to advance cooperative ideals (and to explicitly prevent individuals from making an undue profit off market-based sale of the Cooperative’s real property). To that end, there are restrictions placed on sale of the property.
(b) If the Cooperative’s real property is sold at market value or some other price that removes it from the affordable cooperative housing market, then the full amount of money resulting from that sale must be distributed as per Section 7.50. If the Cooperative’s real property is sold or given into new ownership in order to preserve its function as affordable cooperative housing, then the restrictions specified in Section 7.30 must be followed.
7.30. Sale of Cooperative Property by Cooperative Below Market Value by 20% or More. Real estate owned by the Cooperative may only be sold below market value to an individual, group, or corporation for the use of a cooperative or for other intentional community living, with only limited equity or other financial gain available to the buyer(s) per (b)(2) below. Such sale can only be completed if:
(a) The after-fees sale price is sufficient to pay off all debts, obligations, agreements, and equity specified in Sections (a), (b), (c)(1) and (c)(2)(i) of Section 7.50 and those payments are made; and
(b) The new owner is bound by legal contract to restrictions on their future sale of the property, such that all of the following conditions are fulfilled:
(1) The future sale cannot proceed without approval by the Trustee Board.
(2) The new owner may receive only such personal profit or equity as is negotiated with the Trustee Board, not to exceed 5% annual return on their actual investment (that is, their downpayment, plus cost of improvements). In order to avoid someone borrowing against the property to make improvements and then selling it at a significantly higher price due to the improvements made, improvements on the property that cost more than an average of 5% (of the purchase price of the house) per year compounded will not be reimbursed upon sale.
(3) Any profit, equity, or other financial gain from a sale of this property is only available after at least two years of ownership.
(4) In a high-priced sale which takes the property out of the affordable cooperative housing market, the remaining profits are distributed as per Section 7.50(c) (with bias to make funds available for Residents to start a new cooperative if Residents desire).
(5) In a below market-value sale intended to keep the property in the affordable cooperative housing market, they bind the subsequent below market-value owner(s) to the requirements of this Section 7.30, so that as long as the property is a cooperative or used for intentional community living, the owner(s) are limited in their financial gain from that ownership.
(6) No debts are taken on the property for any purpose other than improvements to the property.
(7) Three months warning of any impending or likely foreclosure are provided to the Cooperative so that a lien can be issued on the property for funds owed under Section 7.30 or 7.50 of these Bylaws.
(8) The Resident Trustees (in consultation with other Residents) have negotiated details of the post-sale relationship between the Cooperative and the new owner, including the status of these Bylaws, the powers of the Members, Associate Members and Residents and, particularly, the rules governing rent and fee amounts.
(c) If the sovereignty of the Cooperative or the affordability of the housing cannot be adequately preserved, the sale must not be approved. It is preferable to sell the property at market price and start anew.
(d) If these strictures impede the responsible handling of Cooperative assets, the Trustee Board may alter them to fulfill the Cooperative board’s fiduciary responsibilities with as close adherence to the intentions of this section as possible.
7.50. Sale of Cooperative Property by Cooperative at Market Value or High Price. If the Cooperative sells its property at market value or otherwise such that it is removed from the affordable cooperative housing market, all money from the sale 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.
(a) First, any debts that were secured in exchange for an interest in Walnut Street Cooperative property must be fully satisfied.
(b) If any money remains, any other debts of Walnut Street Cooperative must be fully satisfied.
(c) If any money remains, it will be divided as follows:
(1) A 25% portion assigned by the Option Agreement to a non-profit chosen by the previous owners Adin Rogovin and Laura Wells will be paid.
(2) A 75% portion assigned by the Option Agreement to the Cooperative, to be distributed as follows (in sequential order of precedence):
(i) The remaining equity assigned to Members and Associate Members will be paid. per Section 6; and, only in the case of dissolution, their Membership Fee, if any (see Section 4.30).
(ii) All remaining money or assets will be distributed to a non-profit or cooperative corporation which is organized to promote cooperative living, or another non-profit or cooperative corporation as determined by the Members and any Trustees who were formerly Residents of the Cooperative. This distribution may not take place unless it is authorized by a Trustee Decision as avoiding direct unearned financial gain to any individual.
§8 Amendments
8.10. These Bylaws may be amended by a Full Input Member Decision, except for the following amendments which require a Trustee Decision:
(a) any amendments to Section 7 Dissolution and Sale of Property; and
(b) any amendments that would affect the functioning of the Trustee Board.
§9 Approval
9.10. These Revised Bylaws were approved on