Adopted by the Membership: February 23, 1982
Revised as adopted by the Membership: August, 2011
Revised as adopted by Membership: May 20, 2018
ARTICLE I. NAME AND LOCATION OF COOPERATIVE
Section 1. The name of this Cooperative is EAST BLAIR HOUSING COOPERATIVE, hereinafter referred to as EBHC or the Cooperative. Its principal office is located at 940 West 4th Ave., Eugene, Oregon, 97402.
ARTICLE II. MISSION
Section 1. Mission The mission of East Blair Housing Cooperative is to create an intentional community of low-cost, residential housing which:
- values and encourages community, creativity, diversity, civility, cooperation, and accountability among its members and its neighbors;
- cooperatively owns and manages itself;
- assesses carrying charges (rent) at affordable (i.e., at or below HUD’s Fair Market Rent) levels and accepts Section 8 vouchers so as to be able to maintain its tradition of providing the opportunity of quality, occupant-operated housing that gives preference to people who earn low incomes and/or would not otherwise have access to such housing;
- provides opportunity for its members to learn skills such as consensus decision making, conflict resolution, home repair, gardening, caregiving, and nonprofit management; and
- promotes cooperative and affordable housing in the community at large.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility. Any person approved by the Board of Directors shall be eligible for membership, provided that she or he a) pays the membership fee and b) executes any formal agreements (as defined in Article X AGREEMENTS) employed by the cooperative. All persons in the family or household of the applicant must be included in the application for membership. After an applicant is approved for membership, s/he must promptly inform the Board of Directors of any subsequent change in the makeup of her/his family or household (occupants in the member’s dwelling unit).
Section 2. Application for Membership. Application for membership shall be presented in person on a form prescribed by the Board of Directors, and all such applications shall be acted upon promptly by the Board of Directors.
Section 3. Subscription Funds. When applicable, all membership fee funds (except funds required for credit reports) received from applicants shall be deposited promptly without deduction in a special account or accounts of the Cooperative as escrow or trustee for the Subscription of Membership, which monies shall not be corporate funds, but shall be held solely for the benefit of Membership, until transferred to the accounts of the Cooperative as hereinafter provided. Such special account or accounts shall be established [with an institution] whose deposits are insured by an agency of the Federal Government. Such account or accounts may be interest bearing, with the interest earned to be retained and owned by the Cooperative. Such funds shall be subject to withdrawal, or transfer to the account of the Cooperative or disbursed in a manner directed by the Cooperative only upon certification by the president and treasurer of the Cooperative to the above [described] institution or institutions that:
(a) The Subscription Agreement of a named applicant has been terminated pursuant to its terms and such withdrawal is required to repay the amount paid by her/him under such agreement; or
(b) Applicants for twenty-two dwellings units have signed Subscription Agreements, have been approved by the Board of Directors, and have paid the subscription price in accordance with the Subscription Agreement. If these requirements have been met, the entire amount of the funds in the subscription escrow account may be transferred to the Cooperative, at which time the Cooperative shall issue and deliver membership certificates to all members.
Section 4. Members. The members shall consist of the Board of Directors and any subscribers who have been approved for membership by the Board of Directors and who have paid for their membership and signed a Membership Agreement. The authorized membership of the cooperative shall consist of regular memberships. There shall be at least one membership per each dwelling unit (family or household) in the Cooperative. The membership may be jointly owned by the occupants of the household or family. Each adult in the household at the time of application approval shall be considered regular members. All of the approved occupants of a member’s dwelling unit (family or household) shall be entitled to use the facilities of the Cooperative and shall be required to comply with the Articles of Incorporation, these Bylaws, the Occupancy Agreement, and the rules and regulations of the Cooperative.
Section 5. Membership Agreement. Each membership agreement shall state that the cooperative is organized under the laws of the state of Oregon, the name of the registered owner or owners of the membership represented thereby, the Cooperative lien rights as against such membership as set forth in this article and the preferences and restrictions applicable thereto, any restrictions of the transfer of membership, and shall be in such form as shall be approved by the Board of Directors.
Section 6. Lien. The Cooperative shall have a lien on the outstanding regular membership certificates in order to secure payment of any sums which shall be due or become due from the holders thereof for any reason whatsoever, including any sums due under any Occupancy Agreements or Membership Agreements.
Section 7. Transfer of Membership. Except as provided herein, membership shall not be transferable and, in any event, no transfer of membership shall be made upon the books of the Cooperative within ten days preceding the next annual meeting of members. Jointly owned memberships may be transferred within the joint ownership without complying with this section; however, any such transfer must be approved in advance by the Board of Directors.
(a) Death of Member. If, upon death of a member, her/his membership in the Cooperative passes by will or intestate distribution to a member of her/his immediate family or household who occupied the cooperative unit with the deceased member, such legatee or distributee may, by assuming in writing the terms of the Membership Agreement and the Occupancy Agreement within sixty days after the member’s death and by paying all amounts due thereunder, become a member of the Cooperative with the approval of the Board of Directors. If a member dies and an obligation is not assumed in accordance with the foregoing, then the Cooperative will purchase the membership from the deceased member’s estate in the manner provided in paragraph (b) of this section, written notice of the death being equivalent to notice of intention to leave (terminate).
(b) Option of Cooperative to Purchase. If the member desires to leave the Cooperative, s/he shall notify the Cooperative in writing of such intention at least [thirty (30)] days in advance. The Cooperative has the exclusive option to purchase the membership following the giving of such notice, at an amount to be determined by the Cooperative as representing the transfer value thereof, less any amounts due by the member to the Cooperative under the Occupancy Agreement, and less the cost or estimated costs of all repairs and deferred maintenance for which the member is responsible, not including ordinary wear and tear. The purchase by the Cooperative of the membership will terminate the member’s rights and the member shall vacate the premises at the end of the notice period.
(c) Transfer Value. Whenever the Board of Directors purchases a membership, the term “transfer value” shall mean the sum of the following:
(1) The consideration (membership fee) paid for the membership by the occupant of the unit involved as shown on the books of the Cooperative; and
(2)Accrued interest (not compounded) on the membership fee at the rate equal to the annual increase for the most recent year in the U.S. Department of Commerce Consumer Price Index for Portland, Oregon, as determined by the Board of Directors and not to exceed seven (7) percent annually.
Said transfer value may hereinafter be referred to as “member equity.”
(d) Release from Occupancy Agreement and Accounting to Retiring Member. When the membership has been sold to the Cooperative the retiring member shall be released from her/his obligations under the Occupancy Agreement, providing s/he has paid all amounts due the Cooperative under the Occupancy Agreement and these Bylaws. The Cooperative shall provide the member with a written accounting setting fourth the amount of the transfer value, including any deductions for any amounts owed by the member to the Cooperative, and the basis for such amounts. The accounting shall be given to the member at the time of the sale to the Cooperative or, if the sale is not to the Cooperative.
Section 8. Cooperative Equity. In the event actual equity (market value less encumbrances) of the Cooperative exceeds the sum of each member’s equity, that amount (hereinafter referred to as “Cooperative Equity”) may be used as herein set forth. By a vote of two-thirds of the entire membership of record, the Cooperative Equity may be used for the following purposes only: 1) for the benefit of the Cooperative; 2) to expand the Cooperative; 3) for the public’s benefit in compliance with the purpose of the Cooperative as set forth in the Articles of Incorporation. Under no circumstances may the Cooperative Equity be assigned to or become a component of member equity.
Section 9. Termination of Membership for Good Cause. In the event the Cooperative has terminated the rights of a member under the Occupancy Agreement, the Cooperative shall thereupon at its election repurchase said membership at no more than the transfer value within 30 of the members vacancy. The retiring member shall receive the amount from the sale, minus the following amounts:
(a) Any amount due to the Cooperative from the member under the Occupancy Agreement;
(b) The cost or estimated costs of all repairs and deferred maintenance for which the member is responsible, not including ordinary wear and tear.
(c) Legal and other expenses incurred by the Cooperative in connection with the default of such member and the resale of her/his membership.
The Cooperative shall give the member a written accounting of the transfer value and any deductions, in the manner described in Article III, Section 8(e) above.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Place of Meetings. Meetings of the membership shall be held at the principal office or place of business of the Cooperative or at such other suitable place convenient to the membership as may be designated by the Board of Directors.
Section 2. Annual Meetings. The annual membership meetings of the Cooperative shall be each succeeding year in February, with the exact date to be determined by the Board of Directors. At such meetings there shall be elected by ballot of the members of the Board of Directors in accordance with the requirements of Section 3 Article V of these Bylaws. The members may also transact such other business of the Cooperative as may properly come before them.
Section 3. Special Meetings.A special meeting may be called by a) the President, or b) three officers other than the President, or c) upon a petition signed by 20% of the memberships, stating the business to be brought before the meeting, and having been presented to the secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 4. Notice of Meetings. It shall be the duty of a member to post in designated areas, no less than 48 hours in advance, a notice of each annual or special meeting, stating the purpose thereof as well as the time and place it is to be held. Service may also be accomplished by the delivery of any such notice to the member at her/his dwelling unit or last known address. Notice by either such method shall be considered as notice served.
Section 5. Quorum.The presence of at least 51% of the memberships of record of the Cooperative shall be requisite for, and shall constitute a quorum for, the transaction of business at all regular, special, and annual meetings. If the number of members at a meeting drops below the quorum no business may thereafter be transacted.
Section 6. Adjourned Meetings.If any meeting of members cannot be organized because a quorum has not attended, the members who are present may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight hours from the time the original meeting was called, at which subsequent meeting the quorum requirements shall be 40%. Absent members shall be given written or verbal notice of the subsequent meeting by delivery to the members unit at least 24 hours prior to the subsequent meeting.
Section 7. Voting.There shall be one vote per regular adult member per household. At every meeting of the regular members (including committee meetings), each member present shall have the right to cast one full vote on each question, and a question brought before such a meeting will be decided by consensus minus one. All questions shall be decided by the above system unless the question is one upon which, by express provisions of Statute or the Articles of Incorporation, or these these Bylaws,a different vote is required which case such express provision shall govern and control.
Section 8. Proxies. Members shall not vote by proxy.
Section 9. Order of Business. The order of business at all annual meetings of the regular members shall be as follows:
(a) check in;
(b) agenda review
(c) approval of minutes of preceding meeting, if applicable;
(d) reports of officers;
(e) reports of committees;
(f) election of inspectors of election;
(g) unfinished business;
(h) new business;
(i) check out.
In the case of the special meetings, the items (a) through (c) shall be applicable and thereafter the agenda shall consist of the items specified in the notice of meeting.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Number and Qualification. The affairs of the cooperative shall be governed by a Board of Directors composed of all adult members of EBHC and shall not be less than five persons, all of whom shall be members of the Cooperative. The number of directors may be changed by a majority of the Board of Directors. There shall be at least one director for each twenty memberships in the cooperative.
Section 2. Powers of the Board. The Board of Directors shall govern the activities, financial affairs, and property of EBHC, and to do so it may exercise all corporate powers available under these Bylaws, Articles of Incorporation, and the laws of Oregon. The powers of the Board of Directors shall include but not be limited to the following:
(a) to accept or reject applications for membership and admission to occupancy for a dwelling unit in the Cooperative housing project.
(b) establish monthly carrying charges as provided for in the Occupancy Agreement, based on an operating budget formally adopted by such Board;
(c) engage an agent or employees for EBHC under such terms as the Board may determine;
(d) to terminate membership and occupancy rights for good cause;
(e) to promulgate such rules and regulations pertaining to use and occupancy of the premises as may be deemed proper and which are consistent with these Bylaws, the Articles of Incorporation, the Occupancy Agreement, and any other formal documents.
Section 3a. Election of Officers. Each new member of the Board of Directors shall be elected by the then existing Board of Directors, through the Board’s approval of that new member as a permanent adult resident of a low income residential housing facility owned or operated by EBHC.
Section 3b. Terms of Officers. Officers shall serve one-year terms. However, unless a director formally resigns or is removed from office, so long as he or she is approved by the Board as a permanent resident of a low income residential housing facility owned or operated by EBHC, then they shall be still considered Board Members as described in Article V., Section 1. There is no limit to the number of terms, successive or otherwise, a director may serve.
Section 4. Vacancies. Any vacancy among the officers that has been caused by any reason other than the removal of a director by a vote of the membership may be filled by a vote of the board of directors, and each person so elected shall be an officer until a successor is elected by the members at the next annual or special meeting duly called and shall serve out the unexpired portion of the term.
Section 5. Removal of Officers. At any regular or special meeting duly called, any officer may be removed by the affirmative vote of the majority of the members voting provided that such a majority vote would constitute at least 51% of the entire regular membership of record; a successor may then and there be elected to fill the vacancy thus created. Any officer whose removal has been proposed by the members shall be given written notice and an opportunity to be heard at the meeting. The written statement of reason for removal shall be filed with the minutes of the meeting.
Section 6. Compensation. No compensation shall be paid to directors/officers for their services as directors/officers, except that expenses incurred while conducting EBHC business may be reimbursed. No remuneration shall be paid to a director/officer for services performed by her/him for the Cooperative in any other capacity, unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors present at a meeting before the services are undertaken. Neither the office manager nor any other regular employee of the Cooperative shall be a member of the Board of Directors.
Section 7. Contracts with Directors. No directors of the Cooperative shall be interested, directly or indirectly, in any contract or transaction relating to the operations conducted by it, nor in any contract furnishing services or supplies to it, unless (a) such contract shall be authorized by an absolute majority or directors present and voting at a meeting at which the presence of such director is not necessary to constitute a quorum and the vote of such director is not necessary for such authorization, and (b) the fact and nature of such interest shall have been fully disclosed or known to the members of the Board of Directors present at the meeting at which such contract is so authorized.
Section 8. Regular and Special Meetings. If the time and place of a board meeting is announced as part of a regularly scheduled series of meetings set and announced in advance by the Board of Directors, the meeting is a regular meeting. All other meetings are special meetings.
Section 9. Notice of Meetings.
A. REGULAR MEETINGS. Notice of regularly scheduled meetings of the Board will be posted on meeting notice boards and will state time, date, locations and purpose of each meeting if the time and place if fixed by resolution, and all directors were originally notified of the schedule. The Board may, by resolution, establish or change the dates for regular meetings, without separate notice given to all directors.
B. SPECIAL MEETINGS. Meetings of the Board must be preceded by a notice to each director, given not less than 72 hours in advance. The notice shall state the date, time, and place of the meeting. The notice must describe the purpose(s) of the special meeting. Written notice shall be deemed delivered when actually received by the person or when actually delivered to the person’s address on file with the corporation.
Section 10. Quorum. At all meetings of the Board of Directors, the presence of at least 40% of the memberships of record of the Cooperative shall be requisite for the transaction of business, and the acts of at least 66% of the directors present at a meeting at which there is a quorum present shall be the acts of the act of the Board of Directors. 66% of those present may extend or adjourn the meeting to a later time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 11. Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Cooperative handling of responsible for corporation or trust funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Cooperative.
Section 12. Authority of Directors. No director may act on behalf of the corporation without specific authorization by the Board to do so.
ARTICLE VI. OFFICERS, CHAIRPERSON, AND STAFF
Section 1. Designation. The principal officers of the Cooperative shall be a president, a vice-president, a secretary, and a treasurer, all of whom shall be elected by and from the Board of Directors. The principal officers of the Cooperative shall be the legal signers on all documents pertaining to the cooperative. The Directors may appoint an assistant treasurer, and an assistant secretary, and such other officers as in their judgment may be necessary. The offices of treasurer and secretary may be filled by the same person.
Section 2. Election of Officers. The officers of Cooperative shall be elected annually by the Board of Directors and shall hold office at the pleasure of the Board. The term of office shall be one year. An officer may be removed from office by a majority vote of all the directors, with or without cause. Her/his successor may be elected at any regular or special meeting of the Board.
Section 3. Board Powers. The Board of Directors shall always have the power to amend or alter the duties of the officers of EBHC. A record of these amendments should be found in the officer section of the Member Handbook.
Section 4. President. The president shall be the chief executive officer of the Cooperative. S/he shall preside at all meetings of the members and the Board of Directors for which no facilitator(s) have been appointed. S/he shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees from among the membership from time to time as s/he may in her/his discretion decide is appropriate to assist in the conduct of affairs of the Cooperative.
Section 5. vice-president. The vice-president shall take the place of the president and perform her/his duties whenever the president shall be absent or unable to act. If neither the president nor the vice-president are 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 imposed upon her/him by the Board of Directors.
Section 6. Secretary. The secretary shall keep minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Cooperative; and s/he shall, in general, perform all duties incident to the office of secretary.
Section 7. Treasurer. The treasurer shall perform or oversee the performance of the following duties: a) Have charge of, custody of, and be responsible for all funds and securities of the corporation; b) Receive and give receipts for money due and payable to the corporation; c) Deposit all such money in the name of the corporation in such banks or other depositories as shall be selected in accordance with these bylaws; d) Oversee or conduct all financial transactions of the corporation; e) Prepare or assist in the preparation of the required state and federal reports with regard to income and disbursements and activities of the corporation; and f) Perform or oversee all the duties incident to the office of treasurer and such other duties as may be assigned by the president or the Board of Directors from time to time.
Section 8. Committee Co-coordinator. The committee coordinators named in section 1 shall each have the responsibility of recruiting a co-cordinator from the membership at large. The co-coordinators of each committee shall schedule meetings, notify members of meetings, prepare reports to the Board on any recommended action that the Board need to take and report to the Board on committee member performance and recommending whether new members need to be appointed to the committees.
ARTICLE VII. COMMITTEES
Section 1. Powers. The Board of Directors shall specify the powers and mission of each Board Committee by written resolution at the time the committee is created or thereafter. Each committee shall have and exercise the authority equivalent to the Board of Directors in the management of the corporation to the extent specified in the written resolution creating the committee, in the Articles of Incorporation and in the bylaws of East Blair Housing Cooperative. However, such committees may not a) Have the authority to amend or alter the Articles of Incorporation or bylaws; b) Elect, appoint or remove any director from a committee or from the Board of Directors; c) Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; d) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor; or e) Amend, alter or repeal any resolution of the Board of Directors which by its terms provide that it shall not be amended, altered or repealed by such committee. f) No committee may authorize the payment of a dividend or any part of the income or profit of the corporation to its directors or officers; g) no committee may approve dissolution, merger, or sale, pledge, or transfer of all or substantially all of the corporation’s assets; h) nor may elect, appoint, or remove directors or fill vacancies on the board; i) nor may adopt, amend, or repeal the Articles, bylaws, or any resolution of the Board of Directors.
Section 2. The Board of Directors shall establish a membership committee, which shall make recommendations to the Board on the eligibility of new members and which shall also serve as a grievance committee for any grievances by members regarding the Cooperative. The membership committee shall be made up of members as well as directors, who shall serve for as long as the Board shall determine.
Section 3. The Board of Directors shall establish a management committee and shall adopt a job description for the committee. The management committee shall be made up of members as well as directors, who shall serve for as long as the Board shall determine.
Section 4. The Board of Directors shall establish a house & grounds committee and shall adopt a job description for the committee. The house & grounds committee shall be made up of members as well as directors, who shall serve for as long as the Board shall determine.
Section 5. The Board of Directors from time to time may establish such other committees as it determines necessary.
Section 6. The Board of Directors shall always have the power to amend, alter, or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations.
ARTICLE VIII. DISSOLUTION
Section 1. Members shall not benefit financially from dissolution of the Cooperative.
Section 2. Dissolution of the Cooperative shall require a unanimous vote of the entire regular membership of record at any regular or special meeting, or an 80% vote of the entire regular membership of record at two successive meetings.
ARTICLE IX. AMENDMENTS
Section 1. Subject to Section 2 below, these Bylaws may be amended by the majority vote of the entire regular membership of record at any regular or special meeting. Amendments may be proposed by the Board of Directors or by petition signed by at least 20% of the members. A description of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment is to be voted upon.
Section 2. A unanimous vote of all members of the entire regular membership of record shall be necessary before an amendment to Article III, Section 8, of these Bylaws (Transfer of Membership) shall become effective.
Section 3. There shall be no amendments, alterations, or additions to Article III, Section 9 (equity), Article VIII (dissolution) or to this section, of these Bylaws.