BYLAWS
OF
COHO ECOVILLAGE, INC.
-
Adopted: October 3, 2004
TABLE OF CONTENTS
ARTICLE I. PURPOSE
Section 1. Purpose
Section 2. A Diverse Community
ARTICLE II. NONVOTING/ASSOCIATE MEMBERS
Section 1. Nonvoting Members
Section 2. Rights and Obligations of Nonvoting Members
ARTICLE III. MEMBERS
Section 1. Members
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Duties of the Board
Section 2. Qualifications of Directors
Section 3. Number of Directors
Section 4. Terms of Directors
Section 5. Selection of Directors
Section 6. Removal of Directors
Section 7. Resignation of Directors
Section 8. Election of Chair and Officers
Section 9. Conduct of Directors
Section 10. Quorum
Section 11. Decision-Making and Voting
Section 12. No Proxy Voting
Section 13. Meetings
Section 14. Telephonic Meetings
Section 15. Decisions without Meetings
Section 16. Notice of Meetings
Section 17. Waiver of Notice
Section 18. Authority of Directors
ARTICLE V. OFFICERS, CHAIRPERSON, AND STAFF
Section 1. Officers
Section 2. Election and Term of Office
Section 3. Removal
Section 4. Vacancies
Section 5. President
Section 6. Secretary
Section 7. Treasurer
Section 8. Archivist
Section 9. Executive Director and Staff
ARTICLE VI. COMMITTEES
Section 1. Establishment
Section 2. Board Committees
Section 3. Non-Board Committees
Section 4. Committee Members
Section 5. Chair
Section 6. Committee Procedures
Section 7. Limitation on Powers
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Compensation of Officers and Directors
Section 2. Conflicts of Interest
Section 3. Tax Year
Section 4. No Discrimination
Section 5. Annual Financial Review
Section 6. Indemnification and Liability
ARTICLE VIII. AMENDMENTS
Section 1. Articles of Incorporation and Bylaws
NOTE: The Oregon Nonprofit Corporation Act (ORS Chapter 65) both establishes and limits the powers and procedures available to nonprofit corporations. Where any questions arise about the meaning of these bylaws, or where these bylaws are silent on an issue, the Oregon Nonprofit Corporation Act should be consulted. For assistance in updating, amending, or interpreting these bylaws, contact David Atkin, Attorney, at Nonprofit Support Services.
BYLAWS
OF
COHO ECOVILLAGE, INC.
ARTICLE I. PURPOSE
Section 1. Purpose The purposes of CoHo Ecovillage, Inc. include the following:
CoHo Ecovillage, Inc. is constructing a co-housing community designed to encourage interactions between people and enrich their lives with the pleasure of cooperation and friendship, in accord with our Vision and Values statement. The community will strive to create a mix of homes that are affordable to people with a range of incomes. The community cares about the earth and is committed to environmentally sustainable practices and building techniques. This multigenerational community welcomes diversity and values the input of each person.
Section 2. A Diverse Community. CoHo Ecovillage, Inc. is committed to creating a diverse co-housing community. We embrace diversity in race, age, marital status, familial status, income level, sexual orientation, religious belief, ethnicity and physical and mental ability.
ARTICLE II. NONVOTING/ASSOCIATE MEMBERS
Section 1. Nonvoting Members. CoHo Ecovillage, Inc. will not have voting members but may have nonvoting members, who will be known as Associate Members.
Section 2. Rights and Obligations of Nonvoting Members. Nonvoting Members shall be known as Associate Members. An Associate Member is a person who has completed the Associate Membership Application, followed the Associate Membership Guidelines, signed the Associate Membership Agreement, paid the application fee, and is current on their annual dues. They are encouraged to participate in the discussion process; however, they do not make decisions on behalf of the corporation. They do not have the right to block a consensus decision. Their presence or participation at a meeting is not counted as part of the required quorum.
ARTICLE III. MEMBERS
Section 1. Members. CoHo Ecovillage, Inc. does not have Voting Members as that term is legally defined. However, the organization may refer to its participants as "members" and when it does so, that term does not refer to Voting Members. Any person who successfully completes the CoHo Ecovillage, Inc. membership process, and signs the CoHo Ecovillage, Inc. Membership Agreement, automatically becomes a director on the CoHo Ecovillage, Inc. Board.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Duties of the Board. The Board of Directors must establish the corporation's policies and review and change them as necessary, oversee its programs and activities, supervise its staff director, authorize its expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property. The Board must also ensure that the corporation properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with relevant state and federal laws. Board members must diligently prepare for, attend, and participate in the meetings of the Board of Directors and any Board committees as needed, in order to carry out these tasks. The role of the Board does not include direct management or conduct of the daily operations of the organization, or the supervision of staff members other than the staff's executive director/project manager.
Section 2. Qualifications of Directors. Nominees for positions on the Board of Directors must have successfully completed the CoHo Ecovillage, Inc. membership process, and signed the CoHo Ecovillage, Inc. Membership Agreement, at which point membership on the Board of Directors is automatic.
Section 3. Number of Directors. The Board of Directors will consist of no fewer than eight and no more than one hundred (100) Directors.
Section 4. Terms of Directors. Directors shall serve 5 year terms, and may automatically begin a new 5 year term of office by submitting a written request for a new term. There is no limit to the number of terms, successive or otherwise, a director may serve.
Section 5. Selection of Directors. The initial members of the Board of Directors shall be appointed by the Incorporator. Any person who has successfully completed the CoHo Ecovillage, Inc. membership process, and signed the CoHo Ecovillage, Inc. Membership Agreement automatically becomes a member of the Board of Directors.
Section 6. Removal of Directors. A director may be removed with cause by a two-thirds vote of the directors in office, excluding the director to be removed. Notice of the meeting must be given that states that the removal of a director is to be considered at that meeting. A director may be removed for the following causes: repeated failures to attend Board meetings, failing to fulfill the duties required of directors, or intentional acts or omissions, that a prudent person could reasonably have foreseen would seriously damage the reputation or interests of the corporation. Removal of a director automatically removes them as a member/participant, as well, subject to the terms of the Membership Agreement, that they have signed.
Section 7. Resignation of Directors. A director may resign at any time. The resignation of a director must be in writing and be delivered to the Board of Directors, its presiding officer, the president, or the secretary. Once delivered, a notice of resignation is irrevocable. Resignation automatically removes them as a member/participant, as well, subject to the terms of the Membership Agreement, that they have signed.
Section 8. Election of Chair and Officers. The Board of Directors will elect new officers of the corporation annually.
Section 9. Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interest of the corporation.
Section 10. Quorum. At all meetings of the Board of Directors, the presence of a majority of the directors is necessary to allow the transaction of corporate business or the making of corporate decisions. If no specific number of directors has been set, then a quorum is a majority of the number of directors in office immediately before the meeting begins. However, 75% quorum is required for the following four decisions:
1)
Purchase or sale of property over $2000
2)
Incurring debt over $2000
3)
Amending Articles of Incorporation
4)
Dissolving the Corporation
Section 11. Decision-Making and Voting. The directors must diligently and conscientiously attempt to make decisions by consensus. They must employ all standard consensus practices and techniques as described in the CoHo Ecovillage, Inc. Consensus Process document. Using consensus, each Board member may agree with a motion before the Board, disagree with the motion but not "block" it's passage, or disagree and "block" consensus on the motion. Consensus does not require unanimous agreement but rather is achieved and a decision is made if no participating director "blocks" consensus. When a consensus apparently cannot be achieved, then a two thirds vote of the directors present at that meeting may place the issue on the agenda for a second meeting, which may be scheduled for not less than seven days in the future, at which an affirmative vote of two-thirds of the Directors present is necessary to pass the resolution.
All decisions require a clearly stated motion and a vote that must be recorded in the written minutes. Each member of the Board of Directors will have one vote. At the request of any director, the names will be recorded in the minutes of each director who voted for, voted against, or abstained on a particular motion.
Section 12. No Proxy Voting. No voting by proxy is allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.
Section 13. Meetings. Meetings of the Board of Directors may be called by the president, the chair of the Board, or 50% of the directors in office. Wellness Retreats for all members and associate members will be held twice annually.
Section 14. Telephonic Meetings. Meetings may be held by telephone as long as all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a quorum.
Section 15. Decisions without Meetings. The Board may make any decision or take any action within its power without a meeting through a "unanimous consent resolution" in writing, that sets forth the action so taken, and is signed by all of the directors then in office. The resolution is effective when the last director signs the consent, unless the resolution specifies an earlier or later date. The unanimous consent resolution may be sent or transmitted by mail, fax or email. The consent resolution must be filed with the corporate records.
Section 16. Notice of Meetings. Notice must be given of every meeting of the Board, stating the date, time, and location of the meeting, and the purpose of the meeting if the meeting will consider amendments to the Articles or Bylaws, the removal or election of directors or officers, or the dissolution of the corporation. The notice must be given not less than 2 days in advance of the meeting if delivered by phone or in person, and not less than 7 days in advance if delivered by first class mail, email, or fax to an address provided by the individual director.
Regular meetings: After the initial notice is given of the schedule for a series of regular meetings, which will occur at a fixed time and place, no further separate notice is required for each of those regular meetings. Notice must state the time, date, and location of the meeting. The Board may by resolution establish or change the dates of regularly scheduled meetings, with proper notice given to all directors.
Section 17. Waiver of Notice. Any director may waive the right to receive full advance notice of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice, and given to the secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a director at any meeting without specific objection to the notice constitutes a waiver of the right to receive full notice of that meeting.
Section 18. Authority of Directors. No director may speak or act on behalf of the corporation without specific authorization by the Board to do so.
ARTICLE V. OFFICERS, CHAIRPERSON, AND STAFF
Section 1. Officers. The officers of CoHo Ecovillage, Inc. must carry out the policies and decisions of the Board of Directors as directed by the Board. Officers include a president, secretary, treasurer and archivist. The same person may not hold the offices of president and secretary at the same time, but the same person may hold any other two offices. Officers must serve simultaneously as members of the Board of Directors.
Section 2. Election and Term of Office. The officers of CoHo Ecovillage, Inc. will be elected for a one year term by the Board of Directors. Election of officers must be done as soon as possible following the induction of directors. Each officer will hold office for one year or until her or his successor has been properly elected and has taken office, unless she or he resigns.
Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of the corporation would be best served by such removal.
Section 4. Vacancies. If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the directors in office, although less than a quorum, may elect an officer to fill such a vacancy. The elected officer will hold office for the unexpired portion of the term of that office.
Section 5. President. The president is the principal officer of the corporation and will, in general, supervise or oversee the supervision of all of the affairs of the corporation. The president generally will preside at all meetings of the Board of Directors, unless the Board selects another person to preside. The president will also perform other duties as may be assigned by the Board of Directors. The president may serve as an ex-officio member of any committee.
Section 6. Secretary. The secretary will perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Board of Directors and of any Board committees, in one or more books provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; c) be custodian of the corporate records; d) keep a register of the mailing address of each member as provided by such member; e) ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) perform or oversee all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. The Secretary may delegate some or all of these tasks but remains responsible for their proper completion.
Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization, receive and give receipts for monies due and payable to the organization from any source whatsoever, and deposit all such monies in the name of the organization in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as assigned by the Board of Directors. The Treasurer shall be responsible for implementing and managing the CoHo Ecovillage, Inc. Financial Controls Procedure.
Section 8. Archivist. The Archivist will be the custodian of the organization's records and of the seal of the organization, if any. For example, these records will include a complete copy of past meeting notes, the CoHo Ecovillage, Inc. decision log, all documents approved by the Membership, historical artifacts, and other materials as designated by the Directors in the CoHo Ecovillage, Inc. Records Process document. These records are to be maintained in electronic format (whenever possible) as specified in the CoHo Ecovillage, Inc. Records Process Document, and are to be made available to Members and Associate Members upon request.
Section 9. Executive Director and Staff. The Board may appoint or employ an executive director or other staff, whether paid or unpaid, to perform and conduct the programs and activities of the organization. Unless the Board determines otherwise, the executive director will have the power, subject to the Board of Directors, to hire staff, establish staff duties and performance standards, evaluate the performance of staff, and when necessary terminate the employment of staff of the corporation.
ARTICLE VI. COMMITTEES
Section 1. Establishment. The Board may establish any committee, including standing committees or temporary committees, by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee, must state whether it is a "Board" committee or a "non-Board" committee, and must state what powers, authority, and duties have been delegated to the committee, how the chair of the committee is appointed, how the members of the committee may be appointed, and what procedures, if any, the committee must use in carrying out its work.
The Board of Directors will always have the power to amend, alter, or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third-party rights, and other legal limitations.
Section 2. Board Committees. The Board may establish "Board" committees to which are delegated part of the power of the whole Board to authorize expenditures, adopt budgets, set policy, establish programs or make other decisions for the corporation. Such committees must be established by the affirmative vote of a majority of all directors then in office. Board Committees must consist of two or more directors, and must not have any members who are not members of the Board of Directors. However, associate members may attend and participate in Board committee meetings, but may not vote.
Section 3. Non-Board Committees. The Board may establish "non-board" committees, including working committees or advisory committees, which do not have the power to authorize expenditures, adopt budgets, set policy, establish programs, or make decisions for the corporation. Such committees are established through a resolution adopted by the directors present at a properly called meeting. Any person may be a member of such a committee, whether or not that person is a member of the Board of Directors.
Section 4. Committee Members. The Board must appoint the members of every Board committee. The Board, the President or the Committee Chair may appoint the members of Non-Board Committees. The term of office of a member of a committee will continue until his or her successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.
Section 5. Chair. One member of each committee will be selected or appointed chair by the Board, or if the Board wishes, it may delegate that power to the president or the members of the committee.
Section 6. Committee Procedures. Unless otherwise specified, Board Committee meetings will operate with the same quorum and voting requirements as the full Board, and as far as possible will operate according to the procedures of the Board as stated in these bylaws. If any formal decisions or resolutions are voted on at a committee meeting, then the votes and the resolutions so adopted must be recorded in the form of corporate minutes and filed with the archivist. Any CoHo Ecovillage, Inc. member or associate member may participate in committee discussions. However, only duly appointed committee members may vote on committee decisions.
Section 7. Limitation on Powers. No committee may a) elect, appoint, or remove any officer, member of the Board of Directors, or member of a Board committee;
b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; or e) authorize the payment of a dividend or any part of the income or profit of the corporation to its directors or officers.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. Compensation of Officers and Directors. No officer or member of the Board of Directors will receive any compensation for fulfilling the responsibilities of a member of the Board or of an officer as defined in these bylaws. However, the corporation may pay compensation to officers and members of the Board of Directors for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Board members and their relatives who receive regular compensation from the corporation must always constitute less than a majority of the Board. Officers and members of the Board of Directors may receive reimbursement for actual expenses they incur in the course of fulfilling their responsibilities.
Section 2. Conflicts of Interest. A conflict of interest is present when the corporation pays compensation or provides any tangible benefits to an officer or member of the Board or to a member of a director's or officer's family. All transactions involving conflicts of interest must be presented to the Board for approval. Directors and officers who have a conflict of interest in any matter must 1) declare the existence of any direct or indirect conflict of interest, 2) disclose its nature on the record, and 3) abstain from voting on that matter. The rest of the Board must analyze the transaction and ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. A conflict-of-interest transaction must be approved by the affirmative vote of a majority of the members of the Board of Directors who do not have a conflict of interest involved in that issue, as long as no less than two disinterested directors vote to approve the transaction. However, Directors may vote on conflict of interest matters that affect all Directors equally.
Section 3. Tax Year. The tax year of the corporation is October 1 through September 30.
Section 4. No Discrimination. CoHo Ecovillage, Inc. does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, age, or mental or physical ability.
Section 5. Annual Financial Review. The Board must require the performance of an annual financial review which must involve the services of some trusted person with bookkeeping and accounting skills and knowledge, and which does not rely on the services of the person who does the financial bookkeeping for the organization , or the person(s) who signs the checks for the organization. This audit need not be formal, but must at least review and reconcile the checkbook entries, bank statements, deposit slips, receipts and expense documentation. The Board of Directors may authorize a full formal audit as necessary.
Section 6. Indemnification and Liability. The corporation will indemnify its directors and officers to the fullest extent allowed by Oregon law, provided, however, that in the event of a settlement, the Board of Directors must approve any settlement in advance.
The personal liability of each member of the Board of Directors and each uncompensated officer of the corporation, for monetary or other damages, for conduct as a director or officer shall be eliminated to the fullest extent permitted by current or future law.
ARTICLE VIII. AMENDMENTS
Section 1. Articles of Incorporation and Bylaws. The affirmative vote of at least three fourths of all the Directors in office, at a properly called meeting, at which a quorum is present, is necessary and sufficient, to make, alter, amend, or repeal the bylaws or the Articles of Incorporation of CoHo Ecovillage, Inc., except as otherwise provided by law. Proper written notice must be given in advance, including either a written copy of the proposed amendments or a written summary of those amendments.
a
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that the foregoing bylaws constitute the bylaws of CoHo Ecovillage, Inc., as duly adopted by the Board of Directors on the ______ day of __________________, 2004.
Signed this ____ day of ____________, 2004.
_____________________________
Secretary of CoHo Ecovillage, Inc.
Bylaws V1.0.doc