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!
NAME AND LOCATION
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
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.
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
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
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’
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
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
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
(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
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
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
Section 4.2 Regular Meetings: Member
Meetings shall be held on a regular schedule as determined by the
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
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
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
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.
DUTIES AND POWERS OF
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
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
(c) To oversee any’ employees (including a
manager) and independent contractors as directed by the
(d) To retain and employ persons for short term
projects as directed by’ the membership in the annual budget or
(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
(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
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
(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
(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%.
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.
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
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
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.
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
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.
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.
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.
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.