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Duma bylaws

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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

We happily link to the following organizations, all of whom share our strong commitment to promoting community and a more cooperative world:
Cohousing The Federation of Egalitarian Communities - Communes Coop Community Cooperative Sustainable Intentional North American Students of Cooperation Global Ecovillage Network