Songaia bylaws

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Songaia bylaws

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Note: Songaia Cohousing Community has not been a cooperative since the late 90s – the community became a cooperative (in 1994) because it decided that this organizational form was the most compatible with its values.

After struggling with this legal structure for several years, it changed into an LLC (Limited Liability Corporation) for the development. The LLC then dissolved and the community’s legal form became a condominium association.

Songaia’s primary challenge as a Cooperative involved the cost of construction and mortgage financing – when we sought financing there were very few banks in Washington who would make loans (construction or mortgage) to cooperatives. With little competition, loans to cooperatives were harder to obtain and significantly more expensive.

Another difficulty was explaining cooperative ownership structure to prospective community members. Many found the cooperative form confusing and unattractive – some attractive prospective members attributed their departure solely due to this legal form!

BYLAWS OF

SONGAIA COOPERATIVE

Article I

NAME AND LOCATION

OF CORPORATION

Section 1.1 Name The name of this corporation

is Songaia Cooperative (hereinafter referred to as Cooperative)

Section 1 2 Location: The principal

place of business of the Cooperative is 22421 39th Ave SE,

Bothell, WA 98021

Article II

PURPOSE

Section 2.1 Purpose: The purpose of the

Cooperative is to purchase, manage and develop the existing

property and structures on a non-profit cooperative basis in

accord with the provisions set forth in its Articles of

Incorporation. This will be done in accordance with the Songaia

Values Statement, attached hereto, which may be amended or

revised. The “property9‘ shall mean and consist

of the 10.68 acres (at the address 22421 39th Ave SE Bothell,

WA), the existing buildings and any other additional dwellings

that will be built for housing its members. It may also include

other land, and buildings purchased or built during a later phase

of the project.

 

Article III

MEMBERSHIP

Section 3.1 General: The Cooperative has

only one class of member. Before a person or household group may

become a member, each adult must have completed the Prospector

and Associate status, as described in sections 3.2 and 3.3.

Except as limited by the Articles of Incorporation and these

Bylaws, any individual or household group may become a

“Member.” Partnerships, corporations, associations and

other similar legal entities may not become Members, except as

they may represent the legal form adopted by a residential

household that is organized primarily for occupying a private

family residence.

Section 3.2 Prospectors: Any individual

or household group who has attended an orientation conducted by

the Cooperative and a general Member’s meeting will be considered

a Prospector. At a general Member meeting they may participate as

observers. Prospectors may provide written input as appropriate,

but may not participate in discussions, except as invited by the

facilitator. In no case shall Prospectors participate in

consensus decisions of the Cooperative. They have the right to

receive specific printed information on the community, to receive

the active attention of Members and to observe committee

meetings. Prospectors have the responsibility to pay a one time

fee to receive copies of printed literature and to actively learn

about the Cooperative in order to understand their level of

commitment prior to applying for Associate status.

Prospectors may indicate their readiness to

move to the Associate level at any time after they have (1)

attended at least 3 general Member meetings, (2) read the

community’s printed materials, and (3) agreed to accept the Son2aia

Values Statement. In order to be considered for Associate

status, prospectors must pay a $150 non-refundable application

fee.

To qualify as an Associate, Prospectors must

understand the expectations for residents and nonresidents, and

have spent time in conversation with each individual within the

Member households. Each adult must complete an Associates

Application which includes: a Personal Profile Statement, a

Financial Statement (including permission for a Credit Check), a

Washington State Referral Form, and provide 3 personal

references. After completion of the above, an interview with two

designated Members will be scheduled to review the application.

Acceptance of a Prospector to Associate status is contingent upon

consensus of the members. The membership will address the

Prospector’s request for Associate status at the next general

meeting that attains a quorum, as specified in section 4.5.

Section 3.3 Associates: Each adult in

the Associate’s household has the right to attend Member and

Committee Meetings of the Cooperative and to participate in all

discussion at those meetings. Associates will not have a voice in

consensus decisions. They have the right to make use of the

Cooperative’s land and facilities for celebrations of a personal

nature, as limited by the membership.

Before an associate can acquire Class A stock

to become a member, each adult in that household must have

demonstrated commitment to the community by (1) logging at least

100 hours for each adult member of the household in community

activities and (2) entering into a binding financial agreement

with the Cooperative in the form of a subscription agreement.

Associates shall be deemed approved for Member status upon

consensus of the Membership. The Membership will address the

Associate’s request for membership at the next general meeting

that attains a quorum, as specified in section 4.5.

There is no limit to the number of Associates

the Cooperative may accept.

Section 3.4 Members: When an Associate

has completed the requirements of section 3.3 and has acquired

Class A Shares of stock they will have Member status. Members

have the right to participate with a full voice in the

community’s consensus decision making. The total number of

members will be limited to the total number of proprietary’

leases.

Section 3.5 Former Members: Members who

have withdrawn from membership pursuant to Section 3.7 of these

bylaws, are considered Former Members. Former Members have no

rights, responsibilities or privileges of the Membership

including the right to attend Meetings or participate in

discussion or decision making.

Section 3.6 Death of a Member: Upon

death of a Member, if his or her membership in the Cooperative

passes by will or intestate succession or community property

agreement to another individual(s), the personal representative,

or the spouse, in the case of a community property agreement,

may, by assuming in writing the terms of the Proprietary Lease

within (60) days after the Members death(s) and paying all

amounts due thereunder, suspend the termination of the lease and

forfeiture of the stock for a period of fifteen (15) months. If the person

entitled to such shares and lease is not the spouse or adult

child of the Member at the time of the Member’s death, then such

person may acquire membership only if he or she is approved for

membership as provided in Article III, section 3.1-3.4. The

person acquiring the shares by laws of succession, community

property agreement or under the will of the Member shall present

evidence of his/her ownership satisfactory to the Cooperative

during such period. If such evidence of succession is presented,

the Cooperative shall transfer the shares and execute a lease to

the successor in interest. In the event the person is not

approved for membership, the successor shall sell the shares to a

qualified member.

If a Member dies and the obligation is not

assumed or sold in accordance with the foregoing and within

fifteen months after the Members death, then the Cooperative

shall have the right to terminate the Proprietary Lease and the

shares shall be sold and disposed of as set forth in Section

3.7.

Section 3.7 Withdrawal: A Member may withdraw

from the Cooperative by giving a Notice of Withdrawal to

the Cooperative Archivist as soon as they have made their

decision. The Member shall also personally communicate its

decision to the other Members at a general meeting. At the time

of notification, the Member’s shares shall be sold to a qualified

associate or shall be sold on the open market. That associate who

qualifies first for member status shall be the first to be

eligible to purchase said shares. The Member will continue to be

responsible for their assessments and any other required payments

until sale of their shares is complete. At the time of sale the

Member shall receive payment for their shares minus any

outstanding balance and any other amounts they may owe the

Cooperative and they will then become Former Members.

Section 3.8 Termination: In the event

the Cooperative has terminated the rights of a Member for causes

specified in the Proprietary’ Lease, the Member shall be required

to deliver promptly to the Cooperative their share certificate

and their Proprietary Lease, both endorsed in such a manner as

may be required by the Cooperative. In the event the terminated

Member for any reason should fail for a period of 10 days after

written demand to deliver to the Cooperative the endorsed share

certificate, said certificate shall forthwith be deemed to be

canceled and may be reissued by the Cooperative to a new

purchaser. The Cooperative shall thereupon at its election either

(1) repurchase said shares at the amount the Member originally

paid for the shares, or (2) proceed with reasonable diligence to

effect a sale to a purchaser acceptable to the Cooperative. The

terminated Member shall be entitled to receive the transfer

amount paid, less the following amounts:

(a) any amounts due to the Cooperative from the

Member under the lease;

(b) the cost or estimated cost of all deferred

maintenance, including painting, redecoration, floor finishing,

and such repairs and replacements as are deemed necessary by the

Cooperative to place the unit in suitable condition for another

occupant; and

(c) legal and other expenses incurred by the

Cooperative in connection with the default of such Member and the

resale of the shares.

In the event the Lender shall repossess the

certificate and proprietary lease, Lender shall be entitled to

sublet the unit for a period no longer than three years from the

date of repossession while the Lender is attempting to sell the

certificate.

Section 3.9 Dissenting Members: Pursuant

to RCW 24.06.245, and as is set forth in more detail in that

statute, members shall have the right to dissent from a plan of

merger or consolidation, a sale or exchange of all or

substantially all of the property and assets of the corporation,

an amendment to the articles changing the voting or property

rights of the members, an amendment to the Articles which

reorganizes the corporation. The term dissenting member as

contained in these Bylaws shall refer to the rights of dissent

listed in this subsection.

Section 3.10 Membership Requirements on

Repossession by Lender. Except for financial acceptability

and personal integrity, the requirement for membership set forth

in Sections 3.1 – 3.3 shall not apply to any persons proposed for

membership by the Lender, provided that the Cooperative

shall at all times have the right to purchase the certificate

from the Lender for the amount owed the Lender by the defaulting

member together with all necessary and reasonable costs of

repossession including attorneys fees which right shall be

exercised no later than 60 days after repossession of the unit by

the Lender.

 

ARTICLE IV

MEETINGS OF MEMBERS

Section 4.1 Annual Meeting: The annual

meeting shall be held every year on the first Saturday in

February or such date that is convenient to the largest number of

Associates and Members. Members will be notified of such meetings

as set out in Section 4.4. New Board members

will be elected at this time and a budget will

be reviewed for the upcoming year. The Members may also transact

such other business of the Cooperative as may properly come

before them.

Section 4.2 Regular Meetings: Member

Meetings shall be held on a regular schedule as determined by the

Membership.

Section 4 3 Special Meetings A Special

Meeting may be called by an officer or by any 3 members or

associates They will deliver their request in either verbal or

written form to the Archivist. No business shall be transacted at

a special meeting except as stated in the notice.

Section 4.4 Notices: Written notice of

the Annual Meeting and each Special Meeting, must be delivered or

mailed to each Member not less than ten (10) days before the date

of the meeting. The notice will be sent to the last known address

of each Member as shown in the books of the Cooperative. The

notice must state the time and location of the meeting and, if it

is a Special Meeting, the purpose or purposes of the Special

Meeting.

Section 4.5 Quorum: A quorum shall be requisite

for the transaction of business at all meetings of stockholders.

The presence of 2/3rds of the Active Members constitutes a

quorum. All Members are considered active unless 1) they will be

out of the Seattle area for at least 4 weeks, or 2) they notify

an Officer of the Board of their inactive status and the duration

of that status. A Member is considered present when at least one

adult member of that household is present.

Section 4 6 Proxies Proxies are not

permitted. Decision making, whether by consensus or vote, may not

be by proxy

Section 4 7Action Without a Meeting: Any

decision or action which may be taken at a Member Meeting may be

made or taken without a meeting if a consent in writing setting

forth the action taken is signed by all Members Any such consent

shall have the same affect as a consensus decision on the matter

Section 4.8 Agenda Items II Members want

specific items on the Member meeting agenda these should be

submitted to the Board of Directors. It is at the discretion of

the Board whether and how these items will be addressed

Article V

DIRECTORS

Section 5.1 Number and Qualification:

The affairs of the association shall be governed by a Board of

Directors of at least five (5) persons, all of whom shall be

members of the association and in good standing. Prior to the

first annual meeting of the members, the Board of Directors shall

consist of the directors named in the Articles of Incorporation.

Section 5.2 Election and Terms: The term of the Directors

named in the Articles of Incorporation shall expire when their

successors have been elected at the first annual meeting of the

association or any special meeting called for that purpose.

Thereafter, a Director shall hold office for a term of three (3)

years; except that at the first annual meeting one Director shall

be elected to a term of one (1) year, two Directors shall be

elected to a term of two (2) years, and two or more Directors

shall be elected to a term of three (3) years, so that at each

annual meeting thereafter, some but not all of the Directorships

will be up for election. A member will join the board when the

general membership has reached consensus that they join or when

they have received a 75% affirmative vote. There may not be more

than one individual of a member household on the Board at any one

time.

Section 5.3 Nomination Procedures: At

the third quarterly meeting nominations shall be taken for board

of director positions that will terminate at fiscal year end.

These nominations will be voted upon at the annual meeting.

Members who have served their 3 years on the board can not rejoin

the board for at least one year.

Section 5.4 Compensation No

compensation, including abatement of mortgage or fees,

shall be paid to Directors for their services as Directors or in

any other capacity?, unless a resolution authorizing such

compensation shall have been adopted by the general membership

before the services are undertaken.

Section 5.5 Removal of Directors: At any

annual, quarterly or special meeting of the members duly called,

any Director may be removed with or without cause by the

affirmative vote of 75%. of the entire general membership on

record and a successor may then and there be elected to fill the

vacancy7 thus created. Any Director whose removal has

been proposed by the members shall be given an opportunity to be

heard at any meeting for which such vote for removal will be

taken. The incumbency of any Director who becomes more than

thirty (30) days delinquent in payment of his or her assessment

fees shall be automatically terminated unless determined

otherwise by the general membership. A successor shall be

appointed as provided in Article V, Section 5.7.

Section 5.6 Vacancies: Vacancies in the

Board of Directors caused by any’ reason shall be filled by

consensus or by a affirmative vote of 75%: of the general

membership. Each person so elected shall serve the usual three

(3) year term which will end at the general elections of the

annual meeting nearest to the completion of the term.

Section 5.7 Regular Meetings: Regular

meetings of the Board of Directors may be held at least monthly

at such a time and place as shall be determined from time to time

by a majority of the Directors. Notice of regular meetings of the

Board shall be given to the Directors at least five (5) days

prior to the day named for such a meeting.

Section 5 8 Special Meetings Special meetings

of the board may be called by a director on 48 hours notice,

given personally or by mail, telephone, or fax. The notice shall

state the time, place and purpose of the meeting

Section 5.9 Open Meetings: Notice of all

regular and special meetings when given to the directors shall

also be posted in a conspicuous place within the community center

and kept posted until the meeting is convened. All meetings shall

be open to Members and they are allowed to speak at the

discretion of the Board.

Section 5.10 Quorum: At all meetings of the

Board of Directors, sixty percent (60%) of the directors shall

constitute a quorum for the transaction of business.

ARTICLE VI

DUTIES AND POWERS OF

DIRECTORS

Section 6 1 Management of Business: The

Board of Directors shall have all the powers and duties necessary

for the administration of the affairs of the cooperative and may

do all acts and things, except those which by applicable law or

by? these Bylaws are directed to be exercised and done by? the

members

Section 6 2 Specific Authority: The

powers of the Board of Directors shall include but not be limited

to the following

(a) To cause the Property and any’ other

property, real or personal, of the association to be maintained

and kept in good repair and to carry: on the day to day

operations of the Cooperative.

(b) To create and oversee the activities of

standing committees.

(c) To oversee any’ employees (including a

manager) and independent contractors as directed by the

membership.

(d) To retain and employ persons for short term

projects as directed by’ the membership in the annual budget or

these bylaws.

(e) To promulgate reasonable and appropriate

House Rules for the common spaces, including the Community’

Center and the land and to amend them from time to time. All

House Rules are subject to review and approval by the Members at

the any’ meeting or a special called but shall be enforceable in

the interim.

(f) To adopt and amend from time to time

monthly? assessments, based upon the annual operating budget

formally’ adopted by’ the general membership, and to make

emergency or special assessments, if necessary, as further

described in Article VIII, and to authorize shareholders refunds.

(g) To enforce the provisions of the Articles

of Incorporation, the CC&R’s, these Bylaw’s, House Rules and

the proprietary lease by’ following the established Procedure for

Conflict Resolution. If the situation is not resolved,

enforcement of the above may’ include the undertaking of legal

proceedings as necessary.

(h) To execute termination of membership and

occupancy rights for cause, as provided in these Bylaws, the

Proprietary Lease and the House Rules, having reached consensus

by the Membership.

(i) To administer the issuance and transfer of

shares of common stock, as provided in these Bylaws and other

agreements.

j) To set aside reserves and to apply reserves

to defray operation costs, capital or replacement expenses, or

for other purposes for which such reserves are established and

maintained.

(k) To cause to be kept detailed and accurate

records of the acts and proceedings of the cooperative and books

of accounts showing all income and expenditures of the

cooperative, including a monthly financial statement.

(1) To procure and maintain adequate property,

hazard, liability and other insurance on the Property, any’ other

real and personal property owned by the association, and other

insurance necessary or desirable in connection with the

activities of the association.

(m) To be responsible for causing an annual

budget to be prepared for consideration and consensus by the

general membership. Any unbudgeted expense that exceeds 5% of the

budget must be approved by the general membership.

(n) To execute legal contracts on which the

membership has reached consensus.

(p) To assess service charges for special

services to individual shareholders or units in the case of

failure to repair damage to individual residences.

(q) To collect any monthly’ fees and make

disbursement related to operation of the

Cooperative.

(r) To prepare and distribute or post minutes

from regular and special meetings.

(s) To ensure that the percentage of owners

occupying residents does not fall below 70%.

 

Article VII

OFFICERS AND COMMITTEES

Section 7.1 Designation: The principal

officers of the Cooperative shall be a President, a Vice

President, a Treasurer and a Archivist. As well as being

officers, each will also be a member of the board thus meeting

the qualifications of a board member. The officers shall be

elected by the Board of Directors annually.

Section 7.2 Term of Office: The term for

each office shall be at least one year and each officer shall

serve until his or her successor is elected.

Section 7.3 Vacancies: If an officer

needs to relinquish his/her position, a new officer shall be

elected from amongst and by the Board of Directors. Failure of an

officer to uphold his/her responsibilities shall be addressed and

resolved by’ the Board of Directors.

Section 7.4 President: The president

shall serve as chief executive officer of the Cooperative; shall

sign checks, contracts, agreements, notes and other documents for

and on behalf of the Cooperative as directed by the Membership or

as specified in these bylaws; and shall perform such other duties

as directed by the Members.

Section 7.5 Vice President: The Vice

President shall assist the President and perform the duties of

the President whenever the President shall be absent or unable to

act. If neither the President nor the Vice President is able to

act, the Board of Directors shall appoint some other member of

the Board to do so on an interim basis. The Vice President shall

also perform such other duties as shall from time to time be

asked of him/her by the Board.

Section 7.6 Treasurer: The Treasurer

shall maintain the Cooperative’s bank accounts; shall keep and

have responsibility for all financial records and books of

accounts; shall make deposits and draft and sign checks; shall

oversee the work of a bookkeeper or accountant, if any, hired or

retained by’ the Cooperative; and shall prepare and distribute,

each month, a current report of the Cooperative’s financial

status as well as annual reports.

Section 7.7 Archivist: The Archivist

shall cause the recording of the minutes of the Board and the

General Meetings of the Members; shall organize and maintain the

minutes of the meetings of the Board, the Cooperative, and

committees of the Cooperative; shall file and maintain, as

required, all legal documents of the Cooperative; shall serve all

notices and shall prepare or cause to be prepared a report

summarizing the previous years’ activities for presentation to

the members at the annual meeting.

Section 7.8 Removal: Any officer may be

removed from office for good cause by consensus of the Membership

at any’ annual or special meeting called for that purpose. At

least (10) ten days advanced notice of the meeting must be

provided to said officer and to the membership. The officer must

be advised of the reasons for the proposed removal and shall have

an opportunity to speak at that meeting. If the officer is

removed, the other Members shall elect a Member to serve the

unexpired term during that same meeting.

Section 7.9 Standing Committees: There

shall be four (4) standing committees, namely, the Finance

Committee, the Formation Committee, the Site Development

Committee and the Community Patterns Committee. Standing

committees are charged with making recommendations to the

Association within their areas of responsibility’ listed in this

Article; to take actions and implement decisions made by the

Cooperative. Each committee may, from time to time, divide into

smaller groups/committees as needed.

Section 7.10 Committee Duties: Standing

committees shall have the following general duties:

(a) Finance Committee: The Finance

Committee is charged with researching, recommending, and pursuing

options for financing the development of the project. The

committee will assist the Treasurer with keeping the financial

records and with preparing the annual budget.

(b) Formation Committee: The Formation

Committee is charged with researching and recommending legal

forms and models for ownership. This committee will develop and

maintain promotional materials, lead promotional activities, and

will orient prospective members.

(c) Site Development Committee: The Site

Development Committee is charged with facilitating the design of

the site, housing, and community center; acting as liaison with

consultants as directed by the membership; facilitating the

development and submittal of all necessary applications for

approvals and permits for purposes of developing the property;

and developing a long term plan for land use and preservation.

(d) Community Patterns Committee: The

Community Patterns Committee is charged with making

recommendations for improving the psycho-social well-being of the

community; establishing and maintaining good relations with the

neighbors of the cooperative; and coordinating child care and

activities for the children.

 

Article VIII

FISCAL MANAGEMENT

Section 8.1 Fiscal Year: The fiscal year

of this cooperative shall begin on the first day of January and

close on the thirty-first day of December of each year (after the

first year).

Section 8.2 Books and Accounts: Books

and accounts of the Cooperative shall be kept under the direction

of the Treasurer. That amount of the carrying charges required

for payment on the principal of the mortgage of the Cooperative

or any other capital expenditures shall be credited upon the

books of the Cooperative to “Paid in Surplus” account

as a capital contribution by the shareholders.

Section 8.3 Annual Review: At the close

of each fiscal year, the books and records of the Cooperative

shall be reviewed by’ a Certified Public Accountant or other

person acceptable to the Board of Directors, whose report shall

be prepared and certified in accordance with the requirements of

the Board of Directors. Based on such reports, the Cooperative

will furnish its shareholders with a statement of the income and

disbursements of the Cooperative for each fiscal year.

Section 8 4 Accessibility of Records:

All shareholders and their authorized agents, representatives or

attorneys shall be given the opportunity to examine the records

of this Cooperative at all reasonable times

Section 8 5Authority to Sign Documents:

With the prior authorization of the Board, at least two Directors

of the Board shall sign all documents executed by’ the

Cooperative, including notes,

contracts and the Proprietary Lease. In the

case of checks, the three authorized Directors, one of whom shall

be the Treasurer, must be duly registered with the Cooperative’s

bank. Any’ single one of these authorized directors may sign

checks. The sale of any asset of the Cooperative that exceeds 5%

of the current, estimated annual budget must have the approval of

the shareholders.

 

Article IX

DISSOLUTION

Section 9.1 Dissolution: If the

Cooperative has decided through consensus that for any reason the

Cooperative will cease to exist, all obligations of the

Cooperative shall be paid or assumed prior to the dissolution.

The shareholders will have the first right of refusal to buy the

assets of the Cooperative. The property’ shall be sold and the

sale proceeds shall be distributed as set forth in Article VI of

the Articles of Incorporation.

 

Article X

PATRONAGE REFUNDS

Section 10.1 Refunds: On an annual basis

the net income collected from the shareholders of this

Cooperative in excess of expenses and additions to reserves or

other designated funds may be refunded to shareholders on the

basis of their actual proportional contribution for the period

covered.

 

Article XI

CAPITAL STOCK

Section 11.1 Stock Certificates: Each

certificate shall state that the stock has no par value, the

number of shares represented, the name of the holder, and shall

bear the signature of the president and archivist, or

archivist-treasurer, and be numbered and issued in numerical

order from a stock certificate book. A number of each certificate

shall be kept on the stub thereof or in a separate ledger. Each

certificate shall contain the statement that it is not

transferable except by operation of law or death.

Before a new certificate is issued, in a

transfer, the old certificate must be surrendered for

cancellation, which certificate shall then be marked

“canceled,” and attached to the stub from which it was

detached, or kept in a separate file in numerical order, in which

case there shall also be marked on the stub thereof the word

“canceled” and the date.

 

Article XII

DECISION MAKING

Section 12.1 Consensus: The Cooperative

will attempt to make all decisions by consensus. Consensus

decision making is a process whereby all members agree to a

proposal affecting the Membership. Members who have concerns

about the proposal are responsible for expressing those concerns.

Resolution is sought for each concern. When differences remain

after discussion, consideration is closed for that time and no

action may be taken. Proposals may be modified and presented to

the Membership for further consideration. All members must

consent to a proposal in

order for action to be taken, except as

specified in Section 12.2.

Section 12.2 Voting: If a proposal has

been presented in three general meetings and a consensus has not

be reached, then a vote may be called for. An affirmative vote of

three-fourths (3/4) of the membership shall constitute consensus

of the proposal. The requirement of three general meetings shall

be waived when 3/4 of the membership determines that it is an

emergency situation that must be immediately addressed. Each

shareholder shall have only’ one (1) vote regardless of the

number of shares of stock it owns, and regardless of the number

of persons owning the shares.

Article XIII

INDEMNIFICATION AND INSURANCE

Section 13.1 Indemnification: The

Cooperative shall indemnify each Director and officer of the

association against expenses, including attorneys’ fees,

judgments, fines, and amounts paid in settlement actually and

reasonably incurred by him or her to the fullest extent to which

such officers and Directors of a cooperative association may be

indemnified under the laws of this State.

Section 13.2 Insurance: The Cooperative

may purchase and maintain insurance on behalf of any person who

is or was a Director, officer, manager, employee, or agent of

another corporation, partnership, joint venture, trust, or other

enterprise, against any’ liability asserted against him or her

and incurred by him or her in any such capacity.

Article XIV

AMENDMENTS

Section 14.1 Amendments: These Bylaws

may be amended, altered, repealed or replaced upon consensus of

the Members at any meeting of the Members where notice of the

proposed action has been given to each Member as required by law.

Section 14.2: No amendment shall be valid if it

violates the Articles of Incorporation.

 

 

 

Dated this ______ day of ________, 1994.

President Archivist