Pacifico: Current Members: DCC Bylaws

BYLAWS OF NASCO COMMUNITY OWNERSHIP

Current Revision: June 2008

ARTICLE I - NAME

The name of the organization shall be NASCO Community Ownership.

ARTICLE II - OFFICE

The organization shall maintain its principal office in the County of Yolo, State of California, but may have offices and transact business in such other places as the Board of Trustees may from time to time appoint.

ARTICLE III - PURPOSES

The purposes of DCC shall be:

A. To provide low cost cooperative housing primarily for members who are either:

(a)students at accredited, post-secondary academic institutions, or
(b)individuals eligible under Article VI (B)

B. to facilitate the expansion of affordable housing opportunities for students and members through the development, rehabilitation, purchase, or sale of real property;

C. to educate members and others about cooperative principles and to promote the resident members' social and economic welfare;

D. to honor the people and places associated with the cooperative movement and to educate members about cooperatives. To this end, the houses and sites shall be named after people, places or symbols directly associated with the cooperative movement;

E. in furtherance of the organization’s purposes, the following cooperative principles shall be applied:

Open membership; membership shall not be denied on the basis of race, religion, national origin, ethnicity, gender presentation, sexual orientation, or political opinion;
Democratic Control; one member-one vote, for Governing Councils (See Article VIII) and for individual co-op house governance;
Member Economic Participation;
Education, Training and Information;
Cooperation Among Cooperatives;
Concern for Community;
Appropriate growth to meet future member need.

ARTICLE IV - RULES OF ORDER

Meetings of the Board or Trustees, Governing Councils, and Co-op Membership Meetings shall be conducted according to rules of order adopted by the cooperatives.

ARTICLE V – STANDING RULES AND POLICY MANUALS

The Board of Trustees shall compile a set of Standing Rules that outlines the policies and procedures of the organization not covered in these bylaws. Policies developed by the governing councils, under powers delegated below by the Board, shall be compiled in a Policy Manual for each group. Board policies supercede council policies; when these policies are in conflict, the council policies defer to the Board policy.

ARTICLE VI. - MEMBERSHIP

CLASSES OF MEMBERSHIP - There shall be three classes of members:

(a)Trustee Members - Trustee Membership shall be a maximum of fifteen (15) individuals who shall be called Trustees and serve on the Board of Trustees. These are the only corporate voting members of the organization;

(b)Resident Members -Resident Members must reside in housing cooperatives operated by the corporation. The number of Resident Members is unlimited, however each resident member shall be attending an accredited post-secondary academic institution, as determined by the Board of Trustees in the Standing Rules or Policy Manual. Resident Members may also be non-students, as defined further in the Standing Rules. Resident Members shall have all the rights and privileges of membership outlined in these bylaws and the Policy Manual except for those specifically reserved to Trustee Members. Resident Members are required to pay membership fees as specified in the Policy Manual. When a Resident Member is not fully paid in the amounts owing to the corporation or to the Member's cooperative household for rent, fines, security deposits or other obligations, that member shall immediately lose all voting privileges. The Resident Members' voting rights may only be reinstated upon full payment of all obligations;

(c)Alumni Members - Alumni membership shall be available to all former residents of Pacifico. The Board shall set requirements for alumni membership. Alumni members will be allowed to attend all meetings and act as interested members of the community, but shall not be considered active, voting members. Alumni shall also be allowed to be party to mailing lists or newsletters of the membership upon request.

ARTICLE VII. RESIDENT MEMBERSHIP MEETINGS

A.In each cooperative there shall be at least one meeting of the Resident Members held annually. The President of the Governing Council or her/his designee will call these meetings in accordance with paragraph 3 below.

B.In the case of a written petition of twenty percent (20%) of the cooperative’s membership, the President of the Governing Council must call a special meeting within two (2) weeks of the presentation of the petition.

C.Resident Members must be given not less than five days written notice of any regular or special meeting, the time, place, and purpose of which shall be specified in the call for the meeting. Such notice shall be posted in a designated, conspicuous place within each dwelling which is part of the cooperative.

D.At all such meetings, no less than a majority of the resident membership shall constitute a quorum.

E.The purposes and powers of the Resident Membership Meeting shall be defined in the policies manual.

ARTICLE VIII - GOVERNING COUNCIL

A. Assignment of responsibilities by the Board of Trustees. The Board may assign management responsibilities to cooperatives comprised of members in any portion of the residence and/or boarding operation of the corporation.

B. Extent of delegated responsibilities. The government and administration of several co-ops shall be left to the members of the respective co-ops insofar as their actions do not jeopardize the interests of the corporation as a whole or the interests of other co-ops, in which case any or all delegated responsibilities may be revoked. If the City or project lenders have concerns regarding project finances or project adherence to affordable housing and fair housing requirements in which they have an interest, the Board of Trustees will also revoke delegated responsibilities that relate to the interested party’s communicated concerns.

C. Governing Councils. Each cooperative shall have a governing Council. The Governing Council shall be made up of a maximum of eighteen (18) members, with the exact number to be determined by the membership of each cooperative. They shall be elected by the Resident Members of their cooperative.

D. Officers - There shall be at least four elected officers for each Governing Council. These officers shall include President, Vice-president, Secretary, and Treasurer. Job descriptions for the officer positions shall be included in the policy manual. Additionally, up to two community members from outside of the cooperative may be sought to provide expertise, guidance, and perspective to the Resident Council. These community members may serve in either a voting or purely advisory capacity, to be determined by the Resident Council.

E. Management responsibilities of the co-ops. The co-ops shall be responsible for managing the residence and boarding operations of the corporation. They shall each be responsible for:

enforcing membership contracts;
collecting fees as fixed by the Board;
supervising and providing for the minor maintenance of all real and chattel property to standards provided by the Board;
assisting with all aspects of major maintenance and building improvements;
keeping records of membership meetings and transactions within the co-op;
terminating membership according to Board approved procedures;
instructing its members in the philosophy and operation of cooperatives;
coordinating the purchase of food and supplies;
maintaining books according to standards and procedures set or approved by the Board; and
bringing to the attention of the Board matters of concern to the corporation.

ARTICLE IX. BOARD OF TRUSTEES

A. POWERS - The Board of Trustees shall have the following powers:

a.To conduct the affairs of the corporation and to transact all necessary and appropriate business activity. Decisions made by the Board of Trustees shall be binding upon members and management of the organization, and shall not be inconsistent with the laws of the State of California or any applicable agreement made with the local municipality.

b.To hire and dismiss any employee or contractor.

c.To set up such standing and special committees as it deems necessary and to define, in the Standing Rules, their duties, powers and procedures. The Board of Trustees shall ensure that representatives of the Governing Councils are appointed to appropriate committees.

B. MEETINGS OF THE BOARD OF TRUSTEES

a. Regular meetings of the Board of Trustees shall be held at least three times a year , and shall be called by the President or his/her designee.

b. Special meetings of the Board of Trustees shall be held upon the request of the Executive Committee, and shall be called by the President or her/his designee.

c. Trustees shall be given not less than five days notice of any regular or special meeting; the time and place of which shall be specified in the call for the meeting. Such notice shall be sent either by fax, email or mail to each Trustee.

d. The time and place of Trustees meetings shall be posted in a designated, conspicuous place at each cooperative.

e. A simple majority of the Board of Trustees currently seated shall constitute a quorum for transacting such business as shall come before it.

f. A simple majority of the Board of Trustees shall be required to take any action unless these bylaws specifically require otherwise.

C. SELECTION, TERMS, AND VACANCIES

a. There shall be a total of between nine (9) and fifteen (15) Trustees, comprising two categories, as follows:
Community Trustees. The Board of Trustees shall appoint Community Trustees as vacancies occur. In making its appointments, the Board of Trustees shall give priority to seating individuals who bring organizational, financial, real estate and other valued professional skills to the board, or who have previous or concurrent service on the boards of nonprofit organizations or cooperatives.
Resident Trustees. The Resident Council shall appoint two Trustees from among the Governing Councils members of NASCO Community Ownership, to be referred to as Resident Trustees, at the beginning of each school year, and as vacancies occur.

b. Other Requirements Governing Both Categories of Trustees. An individual that does not meet the standards of the NASCO Community Ownership conflict of interest policy, as stated in the Standing Rules, shall not be eligible to be a Trustee.

c. Removal or Resignation of a Trustee The position of a Trustee who misses more than three board meetings may be declared vacant by the board of trustees and be refilled as a vacancy. When a Trustee resigns or is removed, the resulting change in composition of the Board of Trustees shall not necessitate the removal of other Trustees to conform to any existing Board composition requirements. Rather, the composition must be brought back into conformity by the proper selection of future trustees.

D. OFFICERS OF THE BOARD OF TRUSTEES
Term of Office and Nomination of Officers. The officers are President, Vice-President, and Treasurer (who are elected from the board for one year terms at its fall meeting) and Secretary (who shall be the General Manager of the organization). The President, Vice President, and Treasurer shall be elected and begin their term of office at the first board meeting of the fall and shall serve until their resignation, reelection, or replacement after a term of one year. Nomination of Officers shall be made only by seated Trustees. Election for each Office requires a majority vote of the Trustees present.

(a)President – The President shall have the following duties and powers:
To preside at all meetings of the Board of Trustees as provided herein.
To call meetings of the Board of Trustees as provided herein.
To appoint committees deemed necessary by the Board of Trustees.
(b)Vice President – The Vice President shall have the following duties and powers:
To assume the duties and powers of the President in all official capacities in the absence, resignation or incapacitation of the President.
To assist the President at her/his discretion, in the completion of her/his duties.
(c)Secretary - The Secretary shall have the following duties and powers:
Record or arrange for recording of all transactions taking place at the meetings of the Board of Trustees
affix her/his signature to all official documents when so directed by the Board of Trustees
know where all official documents are located, and be responsible for same
(d)Treasurer - The Treasurer, shall be aware of the financial condition of the organization, including the following:
In which financial institution(s) the moneys of the organization are deposited;
the Treasurer or her/his designee shall act as the Board of Trustees's liaison to the bookkeeping staff;
ensuring that regular financial reports are presented to the Board of Trustees. The Treasurer may designate the general manager or a Board of Trustees appointee to present the report. This shall happen at least quarterly.

E. OFFICER VACANCIES
A vacancy of an officer shall be filled in the following manner:
At the first meeting of the Board of Trustees following the creation of the vacancy, the Board of Trustees, by absolute majority vote, shall elect a replacement from among the Trustees; and If the Board of Trustees wishes to defer action, a selection shall take place at the next Board of Trustees meeting, providing at least five days shall intervene between meetings.

F. EXECUTIVE COMMITTEE
The President, Vice President, Secretary, Treasurer, and such other Trustees as the Board of Trustees shall appoint, shall comprise the Executive Committee. The Secretary shall be a non-voting member of the Executive Committee. The Executive Committee shall act for the Board of Trustees and exercise all powers of Directors between Board meetings to execute Board policy. A quorum shall be a majority of the Executive Committee.

ARTICLE X - AMENDMENTS

Amendments to these bylaws must be approved by a majority vote of the Board of Trustees in order to become effective. Amendments to these bylaws may be proposed by:

(a)The Board of Trustees or any individual member of the Board of Trustees; or
(b)A Governing Council; the Council shall submit proposed bylaw amendments to the Board of Trustees via one or both of the Resident Council members seated on the Board of Trustees.

Meetings of the Board of Trustees, at which amendments to these bylaws are to be voted on, shall be preceded by not less than 10 day's notice, starting from the date of distribution. Such notice shall include the date, time and place of the meeting, and shall include the proposed language of the amendment(s). Such notice shall be posted in a designated, conspicuous place at each co-op site, and shall be sent by fax, email or mail to each Trustee. The Board of Trustees, shall meet and act upon any proposed amendment(s) to the bylaws within sixty (60) days of receiving the proposal(s).

ARTICLE XI - MEDIATION

Any disagreement between a Governing Council and the Board of Trustees which is not settled in a timely manner, shall be solved through mediation provided by a mediation service. The Governing Council or the Board of Trustees may initiate this process.

ARTICLE XII - COOPERATIVE DEVELOPMENT FUND

A. As described in the Articles of Incorporation, the corporation shall maintain a Cooperative Development Fund (CDF). The CDF is regarded as our most important tool in fostering the development of new cooperatives. The fund shall be maintained separately and shall only be used for the purchase, development and/or leasing of new or additional properties. The CDF fee (see below "XII-C") shall be regarded as a necessary expense of the organization. The Board of Trustees shall govern the policies for use of the CDF. During a time when the operations of a cooperative site or the organization as a whole is in danger of insolvency, the Board of Trustees may suspend collection of the CDF Fee from residents of the impacted site or sites. This suspension may only occur on an annual basis but cannot be adopted for more than two consecutive years. Suspension of the fee requires a two-thirds vote of the Board of Trustees.

B. The base fee for the CDF is $10 per month per bed. The CDF Fee will be increased by $1 per month per bed each year following the application of the base fee.

C. The corporation will lower the CDF Fee at all existing sites back to $10.00 per month per bed at the end of the month in which occupancy occurs at a new site. At the new site, the CDF Fee shall begin at $10.00 per month per bed.

D. Money from the CDF may be borrowed in the event of cash flow difficulties, but such borrowed funds shall be repaid as soon as possible without endangering the organization. Such borrowing shall require a two-thirds vote of he Board of Trustees.

ARTICLE XIII - INSURANCE AND INDEMNIFICATION

A. Insurance - DCC shall carry Officers Liability Insurance and any other insurance necessary to protect the organization, its Trustees and its assets.

B. Indemnification - DCC shall indemnify its Trustees in a manner described in the policy manual.

ARTICLE XIV - SURPLUS

A surplus is funds remaining annually after all contractual obligations are settled. In those years when the DCC achieves a surplus, the surplus shall be allocated according to policies as adopted by the Board of Trustees.