Written rules
From: Gareth (vanillainfo-gw.com)
Date: Thu, 25 Aug 94 22:50 CDT
I would like to add another perspective to what Rob and Jean and others 
are saying.  I  have been involved with a cohousing group in Atlanta for 
several months now, which intends to buy and develop a certain piece of 
property to create a 12-unit cohousing community.  the group is currently 
at a crisis point, i think every member would agree.  at our last meeting 
we had a member withdraw and I am close to withdrawing.  the two of us 
are the only two new members to join in the past 6 months.  (a couple who 
seemed interested and have been participating have also announced just 
recently they almost surely won't join.)

the issue that above all has caused Patricia to withdraw and me to be on 
the brink, has to do with written documents.  the group formed as a 
General Partnership under the laws of Georgia.  the partnership agreement 
that everyone initially signed was very open-ended and powerful.   it 
virtually allows the group to do anything and to incur any debt, for with 
which each partner has UNLIMITED LIABILITY.  the agreement does spell out 
in detail 4 alternate procedures for decision making, although even these 
are sometimes ambiguous in sometimes vital ways.  the agreement does not 
say that partners will actually live in the Cohousing development, nor 
specify that they will get their choice of unit.  Basically it's an 
agreement that worked for the people who banded together very early on, 
given who they were and what stage they were at.  The agreement does not 
work for Patricia and me.

When we both joined -- we didn't even know each other, but became friends 
quickly -- we independently concluded that we would need a revised 
version of the partnership agreement in order to join as limited 
partners.  I consulted with a lawyer who drafted a "Supplemental 
Agreement" that allowed me to sign the main document as well as 2 extra 
pages containing the additional conditions.   

When we were initially joining the group, we did not receive the 
"thorough newcomer orientation" that has been referred to here in several 
posts.  Well, we certainly got plenty of pep talks and assurances, but as 
it later turned out, we were each told things that we wanted to hear, at 
different times by different people, and we were told that the group 
would accept the Supplemental Agreement, when in fact the group never 
did.   This issue has been simmering for several weeks now -- it's been a 
few months, I somehow don't want to count exactly how long it has been 
becasue it would bum me out.  We have two members who are currently 
blocking consensus on the agreement, although they never spoke up until 
the last minute after a cycle of discussion and revision and payment of 
the lawyer.  It turns out that these members feel that it is not right fr 
for new members to join on a basis that is different from the way the 
original group came together.  they insist that if everyone is not on an 
equal basis, the project is not acceptable.

One thing I pointed out is that Patricia has substantial assets and is 
closer to retirement age than the rest of us, who are virtually all 
pretty broke.  Therefore insisting that she take an "equal risk" in 
theory, actually requires her to take a greater risk.  If anyone should 
be allowed to be a limited partner then she should.  No dice.

We have gone round and round with endless explanations to the point that 
in our last meeting, I said that there is no more sense in explaining. 
People have had every opportunity to learn and understand the situation.  
There is a basic resistance here that is not going to be solved by 
explaining for the 15-th time what's the nature of a General Partnership 
under law, what "liability" is, etc.

Strangely enough, some who resist the admission of new members as limited 
partners (not all are blocking consensus, but several just don't like the 
idea) keep repeating 2 contradictory things:  (1) It doesn't matter 
whether a partner has limited or unlimited liability, because the 
Partnership entity is never going to incur significant liability.  (2) It 
matters a lot -- just because it feels like it matters.

I am just by now very angry, tired and fed up with this whole thing.  To 
me the struggle and lack of resolution over the Partnership Agreement 
issue is just one example in a pattern of group dynamics.  The group is 
not able to make promises that it can deliver on, because of the lack of 
coherent, clearly understood, shared information about the project -- in 
written form -- and a lack of willingness to take action on difficult 
practical decisions involving money and paperwork.  As a result the group 
is not able to bring in new members, which it needs in order to get its 
project built.  

If i have any advice or lessons for other groups it would be, do pay 
attention to the paperwork and make an effort to get some written 
material (aside from long and wordy legal documents) that you can give to 
prospective and new members, to give them a briefing on what the group is 
working to achieve; how it makes decisions; spell out what is known and 
what isn't yet known about prices per unit, etc.   It doesn't have to be 
long and elaborate or even in complete sentences.  It does need to be 
true!! and agreed upon by all the current group members.

I would also say, do not discount the possibility that someone might sue 
you or that you could get in a legal jam.  The level of anger and 
intransigence in our group right now is just the perfect breeding ground 
for some unpleasantness of that kind.  And this is a group where the 
guiding philosophy was "we all trust each other so we will leave 
ourselves open to mutual risk."  A group where, unfortunately, taking a 
close look at procedures and questioning, and suggesting improovements 
for greater accountablity and legal protection --- has been resented and 
called destructive.

Sorry for the long post.
 Gareth Fenley
 Atlanta, Georgia

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