Re: membership
From: David Clements and Evan Richardson (evdavwesaol.com)
Date: Sun, 1 Apr 2012 13:27:27 -0700 (PDT)
In our community (  http://www.westwoodcohousing.com/policies.html   ), we have 
defined "members" to include owners plus all people 18 or older resident in the 
community.   Our consensus decision making is by the "members."  If consensus 
fails, there is a backup voting which could be members or owners, depending on 
the issue.  Owners make certain financial decisions (voting on the budget).  We 
count owners only when determining whether a meeting has a quorum.


It was intended for members to be the group that creates our rules and 
regulations.  Unfortunately our bylaws were drafted with so much ambiguity that 
it is not legally clear.  


In North Carolina, we have a planned community act which defines that certain 
authority, for example the authority to make rules and regulations, is given to 
the Board unless the declaration says otherwise (for example, unless the 
declaration says this should be  done by owners or members).


 Since the Bylaws are ambiguous about the members involvement in rules and 
regulations, the NC Law says that only the Board has the authority to create 
rules and regulations.  So unfortunately we are left with the situation where 
all our rules were approved only by members, and may therefore not be 
enforceable.  Luckily for us, this should be easy to rectify, though we have 
not rectified.  


I think it is a great idea to have the main decision-making group be 
self-selected (ie allow members to "opt out" or to "vote with their feet" not 
to be part of the decision-making group).  Westwood cohousing has not done 
this.  An example would be to say that one of the criteria for membership in 
the governing group would be to have attended a certain number of 
decision-making meetings, say 3 out of the last 12 meetings.  A member would 
remain a member unless he/she disqualifies him/herself by missing meetings, say 
missing 3 in a row.   Other residents who attend more occasionally would not 
count toward a quorum.  I would also prefer to have the "occasional" members 
would not have the right to "block" consensus decisions of the community.  You 
could equally implement this by saying that members lose  the right to "block" 
a decision by missing a certain number of meetings, and regain the right by 
attending a certain number of meetings. 


Some Cohousing communities make most of their decisions through the Board of 
Directors, and define their "Board of directors" to include all owners or 
residents.   The group which meets monthly or regularly, and takes on most of 
the decision making for the community,  is then called the "Board," rather than 
the "Members."  The "owners" meet only once a year to vote on the budget and 
amend the bylaws.  The Large group Board of directors then would typically be 
able to make policies, rules, and regulations, and spending decisions in 
whatever way it wanted without having to first amend the declaration to clarify 
which roles are the Board's and which are the members'.    Anyone looking at 
the declaration and bylaws would see that these Cohousing Communities are no 
different from any other Home Owners Associations (ie no scaring off banks from 
giving mortgages to "communes"), except for the number of people on the Board 
(larger than is typical) and the mechanism for choosing the Board (automatic 
offer of membership on the Board to all owners or members).   An HOA could even 
leave the details of selection of the Board out of the Bylaws and just have a 
"tradition" of inviting all members to stand for election to the Board.    An 
additional legal benefit of this setup is that decisions of a Board of 
Directors can be defended under an HOA's Directors and Officers insurance, 
whereas there is some question about whether decisions made by members would be 
covered.


The "large Board" could include renters and other residents as well as owners.  
 It could also include elected "Outside members," such as members of other 
communities or particular experts in consensus or law or construction, if those 
experts were willing to commit the time.  To me the "Large Board" setup is 
clean and simple, and an ideal way to set up governance, especially in states 
like ours where the Board is automatically defined as having certain roles.


Note that any community has to be clear about which decisions are made in the 
plenary or large group, and which are made in smaller subgroups.  You would not 
want the Board in a "Large Board" arrangement to be making daily spending 
decisions or getting involved in too much detail.  Groups set up this way have 
small groups, say "executive committee," "finance and budget committee," etc, 
to handle the routine decisions, and reserve the time and energy of the "Large 
Board" for the large decisions (similar to how the board of a large corporation 
would act, leaving "management" to the "Management team").  It is always a risk 
for the large group to spend time and energy on the details of decisions that 
should be delegated to an implementation committee.  


Good luck with your deliberations.


David Clements.









Message: 1
Date: Fri, 30 Mar 2012 11:58:51 -0700
From: Mary Ann Clark <drmaryann [at] mac.com>
Subject: Re: [C-L]_ membership
To: Cohousing-L <cohousing-l [at] cohousing.org>
Message-ID: <782EE4A3-BEB5-4DD0-8189-AA73C5AC9FCD [at] mac.com>
Content-Type: text/plain; CHARSET=US-ASCII

Everyone living in our community is automatically a member with full rights and 
responsibilities. Some renters participate, other do not.

There are only a couple types of decisions that are limited by law to 
homeowners--raising dues or a special assessment, electing the HOA officers 
(who 
are titular in our organization scheme but necessary by state law), and 
revising 
the CC&R and By-Laws). 

Mary Ann
Manzanita Village
On Mar 29, 2012, at 6:10 PM, Carol Agate wrote:

> 
> We have quite a few people who live here because they are renting rooms in a 
homeowner's unit. Some participate in the community and some don't, but only a 
few have attended meetings. Has anyone tried this?           
> 
> How about distinguishing between homeowners and members? We would ask every 
adult who lives here and wants to participate in the community to become a 
member. Owners who aren't interested can decline to be members. Renters who 
want 
to participate may become members. The quorum would then be based on the 
membership. Owners, and only owners, would have a vote only when the law 
requires it.
> 
> Carol Agate
> Cornerstone Village
> Cambridge, MA





 

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