Cohousing-L Mailing List: Re: Bylaws Question

[Pare Gerou (paregerou]

Hi Ken!

I hear Milagro is bracing for cold!

You might consider starting with renaming your "Practices/Decisions" a new
name like "Community Code," and utilize a statutory citation style when
drafting decisions.

A caveat --Please check with your attorney to ensure this conforms with the
law in Arizona, as the suggestion below is not meant as legal advice, and I
do not purport to have legal expertise in this area.

1) Utilizing the voting requirements and governance rules outlined in your
formal Arizona Bylaws, have all current members sign a formal Board
Resolution implementing the sociocracy or consensus governance system you
have decided to follow, including all of the nonhierarchical consent
rules.

Call the new Board Resolution something like "Milagro Operations Agreement"
or if you can get away with it (ask an attorney), call the Board Resolution
"Amended Bylaws."  The Resolution something like--"With a Quorum of ___,
The Board Hereby Resolves, on ___ ,by a vote of _____, to implement the
following governance system.... ."

If the board is implementing sociocracy and rule by non hierarchical
consent, then you can utilize templates that people like Sharon and Ted and
Jerry have generously provided in the past-- they are calling those
templates Bylaws, but you can use the language in the template for a
detailed Board Resolution that includes the New Operations Agreement.

2) Formalize the Board Resolution Operations Agreement section as a legal
document- same font, look, etc.
Double check with your attorney to make sure you have conformed to all f
ormer Bylaw requirements when voting on the Board Resolution.  Make sure
you have formal Board Minutes implementing this Resolution and Agreement.
Include those with your Operations Agreement/Amended Bylaws.

3) File this document with the Arizona Corporation Commission or other
government body along with your Bylaws.  They may say it is not necessary
and they don't want it, but file it anyway, and call it "Amended Bylaws" if
you can.

4) When there is a new member, provide them a welcome packet with the New
Member Agreement they must sign and include the Operations
Agreement/Amended Bylaws.  You can add an additional layer of legal
obligation if you have each member signs a formal membership contract that
includes a paragraph agreeing to abide by the Operations Agreement.

You don't have to mention the first set of Bylaws because they have been
Amended and Replaced.  One always supplies the valid legal documents, not
the old archived documents.  If they have not been replaced in total, then
simply move the valid sections to the new Operations Agreement by
resolution so that everything is in one document.

5) At that point, the only way a potential member would bring up the issue
is if they read about it in some of these threads and think this is a
problem.  Just tell these are your Bylaws/ Operations Agreement on file
with the Arizona Corporation Commission [or government office], that this
is how it is done in cohousing, that all members must abide by this
agreement, that you have had no problems, and that you don't anticipate any
in the future.

Refer them to your attorney with any specific questions.

*****I would love to hear what happens-- keep me informed, and *thanks
again for helping Greek Village Cohousing with our grey and blackwater
systems.  We really appreciate all your support and admire your wonderful
system!*  We will be breaking ground this year on utilities and possibly
buildings, so the issue of the grey water system is going to come up
mid-year again.  **Come with us to Greece in May for Greek Easter!

Sincerely,
Pare Gerou
www.GreekVillageCohousing.com



On Tue, Jan 9, 2024 at 1:23 PM Kenneth Schachter <mekerabe [at] gmail.com> 
wrote:

> Newer members in our community are concerned that our practices don’t match
> our bylaws and are not moved by the explanation that our bylaws need to
> conform to the expectations of regulatory agencies and lenders while our
> practices are modeled on Cohousing principles.  Does your community have
> bylaws that fully conform to your Cohousing practices? If so, has that
> approach caused any problems? If your community's bylaws do not conform,
> how do you explain that difference to new members?
>
> Kenneth Schachter
>
> Milagro Cohousing
>
> www.milagrocohousing.org
>
> Tucson, AZ
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