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 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
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 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
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.
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
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.
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
(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 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.
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 covered.
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.