DUMA BY-LAWS
¤1 NAME
The name of the cooperative corporation is Duma
¤2 PURPOSE
The goal of Duma is to promote cooperative living by creating a household that serves as a model for collective living. Duma seeks to promote the values of community, ecological sustainability, diversity, egalitarianism, and personal awareness. These values are described in detail in the appendix.
¤3 DEFINITIONS
3.01. Member: A person who has been formally accepted by other members, has signed a membership agreement, and is residing on Duma property. They are entitled to full participation and share legal authority for making all decisions on behalf of the corporation, including the right to block consensus on a decision.
3.02. Trial Member: A person that has been formally accepted as a trial member, has signed a trial member agreement, is going through the membership process, and is residing on Duma property. They are encouraged to participate in the decision-making process, however, they do not have legal authority to make decisions on behalf of the corporation. They do not have the right to block a consensus decision.
3.03. Renter: A person that has been formally accepted as a renter, has signed a rental agreement, and is residing on Duma property. They may or may not be going through the membership process. They are encouraged to participate in the decision-making process, however, they do not have legal authority to make decisions on behalf of the corporation. They do not have the right to block a consensus decision.
3.04. Membership Meeting: A meeting open to all Duma members at which decisions regarding membership, purchase of property, changes in by-laws, and any other matters which the membership deems important may be made.
3.05. Consensus: The process used to make decisions. See Appendix.
3.06. Regular Consensus Decision: A decision reached by the consensus process by a quorum of members at an appropriately posted membership meeting. Only those members at a meeting have authority to make regular consensus decisions on behalf of Duma. Members not present at the meeting need not be consulted.
3.07. All Member Consensus Decision: A decision reached by the consensus process of a quorum of the members at a membership meeting and which all members not present at that meeting must be given an opportunity to support, stand aside, or block.
3.08. Consensus Minus One Decision: A decision used exclusively for issues related to expulsion which functions like an all member consensus decision but excludes the individual whose expulsion is being considered.
3.09. Duma Property: Any land that is owned, rented, or leased by the Duma .
3.10. Anticipated Duma Property: Duma property that has already been purchased or rented but that does not yet have over one half of the expected members living in it; or, the one house or apartment that is considered to be the most likely next Duma House.
3.11. Residency Period: The period during which Duma members live in a Duma house. The period starts when over one half of the anticipated members of the house have moved into it (see Section IV). The period ends when the number of resident members in a Duma house drops below 3 people.
3.12. Non-Residency Period: A period during which Duma members are not living in a Duma house. The first non-residency period started when Duma incorporated. All other non-residency periods start when the number of resident members in a Duma house drops below 3 (see section 5.10). Non-residency periods end when over one half of the anticipated residents of a house have moved into a new Duma house.
3.13. Personal Living Area: An area Duma has agreed to designate as a specific individual's personal living space.
¤4 GOVERNANCE
4.10. Governing Body. Duma shall be run by the members . Positions include Facilitator (President), Note-taker (Secretary), and Treasurer. Additional positions may be created as necessary. Length of service for these positions will be determined by the members.
4.20. Decision Making Authority. Decisions reserved to the member are those dealing with membership, disposition and acquisition of assets, by-laws, articles of incorporation, agreements (policies), dissolution and any other matters which the member deems necessary to decide upon.
4.30. Decision Making Process. The following decisions must be made by an all-member consensus decision: decisions regarding purchase and sale of property over $1000, taking on of debt over $1000, accepting members, amending the articles of incorporation or bylaws, and dissolving the corporation. Decisions regarding expulsion of a member must be made by a consensus minus one decision (see definitions ). All other decisions are to be made by a regular consensus decision.
4.30. All Member Consensus Decision Contact Procedure. After a decision has been made on an issue that requires an all-member consensus decision, the members present at the meeting must make a reasonable attempt to contact each member not present and to ask each person for written notice of support, stand aside, or block. If successfully contacted the member who was not present at the meeting has 7 days from the time of contact to give written notice of support, stand aside, or block. After the 7 days have passed the individual loses the right to support, stand aside, or block the decision.
4.50. Mediation. If Duma has been unable to resolve a conflict by the conflict resolution process for a period of 30 days, Duma will hire a professional mediator to assist in conflict resolution. If the mediation process fails to resolve the conflict within 14 days the Duma may resolve the matter by a 2/3 vote of all legal members. This vote must take place at a quorum meeting.
4.60. Proxy. Any member 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. The members at the meeting are expected, but not required, to take these thoughts and feelings into consideration when making decisions.
4.70. Quorum. Two-thirds of the membership constitutes a quorum for decision-making at any meeting.
4.80. Meeting Times. Meetings will be held at regularly as determined by the members. During non-residency periods all members must be notified of the meeting time and place in advance. During a residency period notice for all membership meeting time must be posted at least two days in advance.
4.90. Conflict Resolution. Members will make themselves available for conflict resolution on personal matters between members at the request or with the consent of those involved in conflict as described in the conflict resolution process (See Appendix)
4.95. Interpretation of Agreements. If an agreement is confusing or subject to interpretation, the members will follow any precedent that has been set regarding the agreement. If no precedent has been set, members will try to determine the intention of the agreement using minutes from meetings and personal recollection.
¤5 TRANSITION BETWEEN NON-RESIDENCY AND RESIDENCY PERIODS
5.10. Transition from Non-Residency to Residency. During a non-residency period Duma will keep a list of all members who have:
A) Been accepted for residency in the anticipated Duma house.
B) The residency period will begin when over one half of the individuals on this list have signed a membership agreement, moved into the anticipated Duma house, and paid the agreed upon fees.
5.20. Transition from Residency to Non-Residency. Any time the number of resident members in a Duma house falls below three people, or any time there is not a Duma house to live in, the non-residency period automatically begins.
¤6 MEMBERSHIP
6.10. Membership During Residency Periods
6.11. Members Members consist of all individuals who:
A) have been accepted as members by an all member consensus decision.
B) are residing on Duma property .
C) have not been expelled or voluntarily terminated their membership.
6.12. Acceptance. Acceptance as a member will be determined by an all member consensus decision. Members will use criteria to determine whether a potential member should be accepted as a member. (See Appendix.) Membership in Duma will not start until the individual has signed a membership agreement, has paid agreed upon fees, and has moved into the personal living space designated to him/her.
6.14. Non-Discrimination. Membership will not be categorically denied on the basis of race, religion, gender, age, sexual preference, cultural or class background, able-bodiedness, parental status or marital status. Duma may, however, give preference to potential members who will enhance diversity. Duma also endeavors to avoid the influence of personal biases in the selection of new members.
6.15. Termination.
A) Automatic. An individual's membership is automatically terminated when they move out of the Duma house. An individual shall be considered "moved out" when they are no longer sleeping in and have moved most of their belongings out of their personal living area. As soon as a member has a debt with Duma that is equivalent to 15 days worth of fees, that person's membership is automatically terminated and must move out of the house immediately. If a member is unable to pay their fees because of personal hardship the members are expected to, but not legally bound to, attempt to arrange financial assistance. Duma may not extend credit or forgive debt to any person living on Duma property.
B) Expulsion. A member may be expelled by a consensus minus one decision. The members of Duma may require by a consensus minus one decision that the member who is being considered for expulsion be compelled to leave Duma property until the issue of expulsion is resolved.
C) Voluntary. If a person wishes to terminate their membership by any means other than by automatic termination or expulsion they she/he must give written notice.
6.16. Temporary Relinquishment of Membership. A legal member may voluntarily and temporarily give up their membership for up to 45 days. To do so, they must sign and date a statement stating for how many days they will be voluntarily and temporarily relinquishing membership. During that period, the member may not block consensus and will not be counted as a member when a quorum is determined. At the end of the voluntary and temporary relinquishment period, the individual automatically regains membership.
6.17 Leave of Absence. Members may request to take a Leave of Absence in accordance with the Leave of Absence agreement. (See Appendix)
6.20. Membership During Other Non-Residency Periods.
6.21. Membership. During the last three months of a residency period the members may determine who the initial members during the next non-residency period will be. If no such arrangement has been made the initial membership during the non-residency period will consist of all individuals who had been members of Duma during the last 30 days of the residency period and had not been expelled.
6.22. Admission. New members may be admitted by an all member consensus decision.
6.23. Expulsion. A member may be expelled by a consensus minus one decision.
7 RIGHTS AND RESPONSIBILITIES
7.10. Provisions. The operation of the cooperative during a residency period will include the provision of food, warmth and shelter to the members 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 membership agreement. (See Appendix)
7.20. Membership Responsibilities. It is the responsibility of members to make agreements (policies) that further the goals of the Duma and to ensure that all members, trial members, renters, and any employees of Duma uphold their responsibilities.
7.30. Equality. The rights and responsibilities of legal members is equal with one exception: members who are being considered for expulsion do not have the right to participate in the decision to expel.
7.40. Transfer of Membership. Membership is not transferable.
8 FINANCES
8.10. Financial Authority. The membership has authority to purchase, own and hold real and personal property and to mortgage this property, to borrow money, execute notes and to undertake other obligations as necessary to accomplish the goals of the cooperative.
8.20. Dedication of Earnings and Assets. The net earnings, properties, and assets of Duma are dedicated to benefit Duma. Any funds accumulated in excess of budgeted reserves will be returned to Duma to expand facilities or services or for other purposes consistent with these by-laws.
8.30. Authorization of Debt. The membership may authorize individuals to incur debt on behalf of Duma. Expenditures and debts over $1000 may only be authorized by an all-member consensus decision.
8.40. Non-Liability. No member of Duma is individually liable for the debts, liabilities, or obligations of Duma. Duma is not liable for the debts, liabilities, or obligations of members on Duma property.
8.50. Records. Current and correct financial records will be kept. Minutes will be taken at all meetings. Any member may inspect these records, and minutes at any time.
8.60. Reports. Duma will prepare an annual financial report within four months of the closing of Duma's fiscal year. It will report the following information about the previous fiscal year: 1) Assets and liabilities; 2) Revenue and accounts receivable 3) Expenses and accounts payable.
8.70. Budget. A budget designed to maintain the long-term financial stability of Duma will be prepared and adopted annually.
8.80. Fees. Fees will be based on the budget and written fee agreements.
8.90. Limited Equity. Return of equity is limited and is not subject to the market value of Duma property. No member shall receive a return of equity greater than the amount they contributed financially towards the purchase (principal) of Duma property.
¤9 DISSOLUTION
9.10. Dissolution Process. The membership may decide to dissolve the corporation by an all member consensus decision. In the event of dissolution, the assets of the Duma must be sold or their possession transferred so as to satisfy any debts owed by Duma . The sale and/or transfer of possession of any Duma property will proceed according to the conditions spelled out in any contracts Duma has entered into that are still in effect. The decision to dissolve may not be effective until the assets of the corporation have been sold or given away.
Money from any sales must be disbursed in the following manner:
1) First, any debts that were secured in exchange for an interest in Duma property must be fully satisfied.
2) If any money remains, any debts that were not secured in exchange for an interest in Duma property must be fully satisfied.
3) All remaining money or assets will be distributed to a foundation not-for profit organization, or non-profit corporation which is organized to promote cooperative living.
9.20. Return of Equity. In the event of a dissolution, no past or present members are entitled to any thus far unpaid return of equity.
¤10 AMENDMENTS
These by-laws may be amended by an all-member consensus decision.
¤11 DATE OF APPROVAL
These bylaws were approved on September th, 1992