Re: Voting backup - help with fine print
From: Cathy Angell (
Date: Mon, 28 Jan 2008 17:01:39 -0800 (PST)
Dear Jenny,

At Earthsong in Auckland, NZ we have a structure that may meet your needs. Although our laws are different to yours, we still need to balance our commitment to consensus with needing to satisfy bankers, valuers and the like.

To complete our development we formed a company (corporation?), and all members who have contributed loan money or down payments on their homes were invited to take a related number of shares. Each share has one vote. The Directors of the company (I am one of two) have very limited powers to operate - pay what we are legally obliged to pay, only make day to decisions that do *not* involve changes to agreed design or changes to the project time frame, and we can't decide to spend on any one item over $1,000 without reference to the full membership group.

However every member of Earthsong (whether or not they are loaning funds or purchasing a home) are issued with a set of coloured cards. We use the full colour card system at all our meetings, and aim to reach consensus within two meetings or 10 days.

If consensus cannot be reached after two meetings, it is then open to any one shareholder to request a meeting of company shareholders. We also are agreed that no individual shall control more than 24% of the vote, regardless of the percentage of their shareholding. Any decisions require a 75% majority of shareholding votes present at the meeting.

I am proud to say that in over 13 years of the Earthsong project we have only had to call a shareholder meeting twice. However, I personally am pleased that we did have a 'fall back' position in place from the start in case it was needed.

Cathy Angell
Earthsong Eco Neighbourhood,
New Zealand

Where, of our 32 units, we have only one 3 bedroom fully mobility accessible unit left to sell, and next month will see us installing our driveway and carparking. At last the dust can settle! and we will no longer be living on a construction site. The transition from 'doing' to 'being' is very exciting!

Hi, we want to include a voting backup provision in the Operating Agreement
for our LLC.  We are a well-established group in the site-search mode.

Here's my question: our lawyer, who has worked with other cohousing groups,
wrote it like this:

*"All decisions concerning the management of the Company's business shall be
made by a consensus of the Members.  However, if the Members are
irreconcilably deadlocked, the matter shall be put to a vote of Members. The Members shall be deemed irreconcilably deadlocked if they have attempted to
reach consensus at a meeting of the Members without success."*

I have read some old discussions on this list about voting backup, and I
gather that:

Does anyone have suggestions for the wording?  We want it to make bankers
happy, but leave us free to make our own internal guidelines.

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