Maitreya Mountain Village

PERMACULTURE AND COMMUNITY FOR SUSTAINABLE LIVING

 


ARTICLES OF ASSOCIATION for Maitreya Mountain Village Cooperative




ARTICLE 1 - Membership

1.1         Members Tiers. The Association shall have Four Tiers of Members.

a.      Resident Member
        -- For Individuals who wish long term membership
           without larger financial investment
        -- Build or provide own cabin/living structure and rent land/site
        -- May rent out their own cabin (Arbnb) for revenue
           50% of revenue to community / 50% to owner
        -- Voting Rights at Member Meetings
        -- Rent land/site with work trade exchange options

          Community work               Comm. Monthly Rent       

          12 hours / wk                              `150 - 300

          25 hours / wk                                  0  - 150           
          35- 40 hours / wk                 possible share of Association revenue  
                                                    (voted/agreed with individual consideration)     

                                      

b.       Investor Member

   -- $35,000 investment for a lifetime lease with no rent expenses or annual fees
               -- Binding Voting Rights at Board Meetings (only subject to veto of
                   owners/partners)
               -- Build own cabin/living structure
               -- Lives at and occupies the premises at Maitreya Mountain Village
                       at least 50% of the time during any 6 month period
               -- May rent out their own cabin (Arbnb) for revenue
                  50% of revenue to community / 50% to owner
               -- Receives a proportional share Association total  revenue from farmers market
                   and cabin rentals, while living and working on site, percentage individually
                   considered and agreed upon, current standard 5%

      c.   Partner Member
                        -- Valuation and Investment
                               * Valuation of Community Association, land and assets will be $600K
                               * There is currently one Partner Member (Dan Schultz)
                               * The next Partner Member Investment would be $300,000.
                                  An additional (third) accepted member would invest $200K (1/3 of 600),
                                 in which $100K would be allocated to other two Partner Members
                               * The Community Association contains 1000 shares.  Partner members own
                                  equal shares proportional to number of Partners
                                  (2 = 500, 3=333, 4=250)                                                              
                        -- Name on Legal Title/Deed of Land
                        -- Co-creator and equal responsible party
                               * Property taxes are currently approximately $3,400 per year,
                                  shared equally among Partner Members
                               * Revenue from cabin rentals is approximately $70,000 per year
                                 (2018), shared equally among Owner Members, after rental expenses.
                        -- No occupancy requirements/individually considered and agreed upon among
                           members
                       -- Voting rights with veto powers
                       -- Board Member investment capital is distributed equally among Partner
                          Members


Acceptance of Members. 
The application review and approval process for a Prospective
    Member is as follows:

All Members must

Submit a complete, accurate and truthful application
Gain approval from a consensus of existing Board members

The Association may waive the Candidacy Period and renew a former Member’s Membership immediately by a 75% vote of all the Board Members.

Members May Not Transfer Their Memberships.  No Member may transfer her or his Membership or any right arising from that Membership. Any attempted assignment or transfer of Membership shall be void, and will not confer rights on the intended assignee or transferee.

 

ARTICLE 2 – Termination of Membership

Resignation of a Member. 
Every Member has the right to resign from the Association.
When a Member resigns from the Association his or her Membership will be terminated.
To resign from the Association, a Member must provide the President of the Association with a written notice of resignation. The resignation shall become effective immediately without any action on the part of the Association. 
If a Member resigns, he or she is still responsible for any charges, dues, or other obligations that the Member owes to the Association. The Association shall still have the right to enforce any such obligation or obtain damages for its breach.

Death of Member.  
A Membership shall immediately terminate upon the death of a Member.

Expulsion of a Member. 
No Member may be expelled or suspended except according to procedures satisfying the requirements of this section:

1. Investor Member Expulsion Criteria

a.   Investor Members may be expelled from the Association by:
       1.  A consensus member vote (not counting the proposed expulsed member) at a duly called
           meeting, for any lawful reason. Five or more members must be present during any vote for
          expulsion.  A duly called meeting can be attended via video and/or phone communication.
       2.  Violating the terms of residence; Investor Members must be living on the Association
            property at least 50% of the time during any one year period. “Living” one day on premises is
            defined generally as sleeping overnight on the property.

b.   Exemptions.  An exemption to expulsion rules may be granted to the Investor Members for personal, emergency or other reasons with a ¾ or greater vote of the board

c.  Two year guarantee. MMV Association agrees to honor the Investor Members lease agreement without voting for expulsion for the first two years (until January 1st 2021) except for reasons of harmful, illegal activity on the part of the Investor Members.

2. General Membership Expulsion Criteria

The Member must be given 15 days’ prior notice of the expulsion, suspension, or termination, and the reasons for that expulsion, suspension, or termination.
The Member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of expulsion, suspension, or termination, by a person or body authorized to decide that the proposed expulsion, termination, or suspension not take place.
Any notice required under this section may be given by any method reasonably calculated to provide actual notice.  Any notice given by mail must be given by first-class or registered mail sent to the last address of the Member shown on the Association’s records.
A Member who is expelled or suspended shall be liable for any charges, dues, or other obligations incurred before the expulsion, suspension, or termination.
The Association may direct a Member whose expulsion is being considered to refrain from conducting business as a Member until the expulsion decision is made, provided the Association pays the Member her or his average weekly revenue sharing or compensation – calculated based on the three months preceding the date of the notice given pursuant to this section – until the expulsion decision is made.  The Association may also direct a Member whose expulsion is being considered to stay away from the Association’s places of business except as necessary to exercise her or his rights under law

 ARTICLE 3 – Member Meetings

Distinction between Member Meetings and Director Meetings.  All Investor and Partner Members are elected Directors of the Board when they become accepted Members.  Meetings of the Members in their capacity as Members shall be governed by this Article 3.  Meetings of the Members in their capacity as Directors shall be governed by Article 4. The following acts require voting as Members, rather than as Directors:

Acceptance of Members;
Expulsion of Members;
Election of Directors, if applicable; and
Bylaw changes that would:
Materially and adversely affect the rights or obligations of Members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, allocations, patronage, dividends, property rights, or rights to repayment of contributed capital;
Increase or decrease the number of Members authorized in total or for any class;
Effect an exchange, reclassification or cancellation of all or part of the Memberships;
Authorize a new class of Memberships;
Specify or change the maximum or minimum number of Directors or change from a variable number of Directors to a fixed number;
Increase the terms of Directors; and
Increase quorum for meetings.

Member Voting. 
Each Member will have one vote on each matter submitted for a vote.
If a vote requires that Members cast a written or verbal ballot, only Members that have been Members of the Association for more than 10 days prior to the meeting date may be entitled to cast ballots.
Cumulative voting shall not be permitted for any purpose.
Proxy voting shall not be permitted for any purpose.
Unless otherwise specified, all votes shall be conducted using the modified consensus process in Article 5.
Attendance by video call or phone call is permitted.

Annual Members Meeting. 
The Annual Members Meeting shall be held on the last Tuesday of the calendar year at 7:00 pm at the Association’s dining hall (The Hygge Hall).
At this meeting, the Members shall elect all of the Members to the Board (unless there are fewer than three Members in which case the Members shall elect the number of non-Member Directors required to bring the number of Directors to three). The Members shall also elect Officers and conduct any other proper business.
If the bylaws are amended to change from a variable to fixed number of Board Members (e.g., the Members vote to have seven Directors instead of having all Members serve as Directors), Board elections shall be held at the Annual Members Meeting, and these Bylaws shall be amended to provide for reasonable election procedures and procedures for the removal of Directors.
If the meeting falls on a holiday it should be held at the same time/place the following business day.
Attendance by video call or phone call is permitted.
                                                                                       
Special Member Meetings.
Special meetings of the Members for any lawful purpose may be called by the Board, President, or Secretary.
The procedure for calling a special Members meeting shall be as follows:

The person(s) requesting the special meeting shall submit a written request to the Association addressed to the attention of the President or Secretary;
Within 20 days after receipt, the President or Secretary shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Board not less than 35 nor more than 90 days after the receipt of the request.  

Special meetings shall be held at the principal office of the Association.

Members Entitled to Notice.  A Member shall be entitled to notice of any meeting, so long as their Membership became official 30 days before the meeting date.

Meetings Held Without Proper Notice. 

Members not present: The transactions of a meeting, whether or not validly called and noticed, are valid if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs either: a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.  All waivers, consents, and approvals shall be filed with the Association records or made a part of the minutes of the meeting.

Members present: A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting.  However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.

Use of Written Ballots at Meetings. 
Written ballots will be used for the election of Officers and may be used for Directors, when applicable. Written ballots may also be distributed for other matters if the Board authorizes.
Ballots for Officer and Director elections must:

Be distributed at least 10 days before the annual meeting;
Include the names of all nominees; and
Include a space for write-in candidates.

Other written ballots must:

Describe the proposed action; and
Provide an opportunity to approve or disapprove of the proposed action.

All ballots shall specify:

The number of responses necessary to reach quorum; and
The deadline by which the ballot must be filled out and turned in, in order to be counted.

When ballots are distributed at a meeting, the number of Members voting shall be considered present for the purposes of determining quorum with respect to the specific actions in the ballot.

Quorum. 
A majority of Members shall constitute a quorum at a meeting of Members.  When a quorum is present, proposals shall be adopted using the modified consensus process as described in Section 5.1, unless otherwise required in the Articles or Bylaws.

Loss of Quorum at a Meeting
If there is a quorum present at the beginning of a meeting and then some Members leave so that less than a quorum remains, the remaining Members may continue to conduct business, as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least three-fourths of the Members required to constitute a quorum.

Adjournment for Lack of Quorum. 
In the absence of quorum, a majority of present Members can vote to adjourn the meeting, and no other business may be transacted, except as provided in Section 3.10 above.

Adjourned Meetings. 
If a meeting is adjourned to a new time/place, Members may conduct any business at the new meeting that could have been conducted at the original meeting.
If the new meeting is announced at the original meeting, no additional notice is required.  However, if the new meeting is more than 45 days after the original meeting or if a new record date is fixed for the adjourned meeting, notice of the new meeting must be given to each Member entitled to vote at that meeting.

Action Without Meetings. 
Any action which may be taken at any regular or special Members meeting may be taken without a meeting if the Association distributes a written ballot to every Member entitled to vote on that proposal. 
The written ballot shall set forth the proposal, provide the opportunity to specify approval or disapproval of the proposal, indicate the number of responses needed to meet quorum, the percentage of approvals necessary to pass the proposal; and provide a reasonable time within which to return the ballot.
Approval under this section shall be valid only when:

The Association receives within the specified timeframe a number of written ballots that is at least equal to the quorum required for a meeting; and
The number of approvals is at least equal to the number of approvals required at a meeting.

The Secretary shall cause a vote to be taken by written ballot upon any action or recommendation proposed in writing by 20 percent of the Members.

 

ARTICLE 4 – Director Meetings

Directors and Board Composition. 

All Investor and Partner Members shall serve on the Board of Directors.

Terms of Directors.
The term of office of the Directors shall be one year or until the next Annual Member Meeting.
At each Annual Member Meeting, the Secretary will propose that all Investor and Partner Members be elected as Directors. If this proposal fails, the Directors will continue to serve until the Bylaws are amended to provide for a smaller Board and/ or a new election.
Notwithstanding the above, a person whose Membership is terminated shall immediately cease to be a Director.

Director Voting.  

Directors shall vote using the modified consensus process described in Section 5.1. 

Notice of Board Meetings.
1.2.Waiver of Notice.   Notice of a meeting need not be given to any Director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes in writing, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director.  All waivers, consents, and approvals shall be filed with the Association records or made a part of the minutes of the meetings.

Quorum.
A majority of Directors shall constitute a quorum for a Board meeting.
When a quorum is present, proposals shall be adopted using the modified consensus process as described in Section 5.1, unless otherwise required in the articles or bylaws.

Loss of Quorum at Meeting.
  If there is a quorum present at the beginning of a meeting and then some Directors leave so that less than a quorum remains, the remaining Directors may continue to conduct business as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least three-fourths of the Directors required to constitute a quorum.

Adjournment for Lack of Quorum. 
In the absence of quorum, a majority of present Directors can vote to adjourn the meeting.  No other business may be transacted, except as provided in Section 4.7 above

Adjourned Meetings. 
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Action Without Meeting. 
The Board of Directors may take action without a meeting if all Directors individually or collectively consent in writing to the action. The written consents shall be filed with the minutes of the Board’s meetings.  Action by written consent has the same force and effect as a unanimous vote of the Directors.

Resignation. . 

Removal.

Empowered Committees.

The Board may establish committees through the decision-making process in Section 5.1.  Each committee shall consist of two or more Directors who serve at the pleasure of the Board.
An empowered committee shall have the same authority as the Board, except with respect to:

Approval of any action that by law requires approval by the majority of the Members;
Filling vacancies of the Board or any committee that has authority of the Board;
Fixing compensation of Directors for serving on the Board;
Amendment or repeal of the Bylaws or adoption of new Bylaws;
Amendment or repeal of any resolution that the Board has expressly deemed not amendable or repealable;
Establishment of committees of the Board or appointing Members to such committees;
Expenditure of association funds to support a nominee for Director (if there are more people nominated for Director than open slots available).



 ARTICLE 5 – Decision-Making Process

Modified Consensus Decision-Making Process.

Matters will be discussed with the goal of reaching consensus.
If consensus cannot be reached, Members will vote on whether the issue must be decided at the current meeting or can be tabled for future discussion.
If at least three-fourths of the quorum believe that an immediate decision is needed, voting will be held on proposals regarding the issue.
The proposals can then be carried by a three-fourths vote, except as otherwise provided in these bylaws.

 
ARTICLE 6 - Officers

Titles of Officers.   
Officers of the Association shall be:
A President,
A Secretary,
A Chief Financial Officer, and
Any other Officer with a title and duties determined by the Board

The President is the Chief Executive Officer of the Association.
One person may hold any number of offices, except the President and Secretary shall not be the same person.

Duties of Officers. 
Officers’ duties include those duties:
Prescribed by law,
Granted by these Bylaws, and/or
Granted by resolutions of the Board.

The Secretary must ensure that the Association’s records and reports are properly kept and filed.
The President shall take on the duties of the Secretary if the Secretary is unable or unwilling to do so.

 Nomination and Election of Officers. 
Any Member can nominate any Member, including himself/herself, for any office. Nominations shall take place at the Annual Member Meeting and at the preceding regular meeting.
Officers shall then be elected at the Annual Member Meeting by written ballot, to serve one-year terms. The candidate receiving the highest number of votes for an office shall be elected.

Resignation or Removal of Officers.
Officers can be removed by a vote of the Board.
Any Officer may resign at any time with written notice to the Association.
Vacancies shall be filled at the next Board meeting.


ARTICLE 7 – Financial Provisions

Fiscal Year.  The fiscal year of the Association is January 1st through December 31st.

Definitions.
“Revenue” shall be considered gross receipts of money from Cabin rentals or other business ventures to be determines by the board and revised in these bylaws.
“Expenses” shall include Distributions paid pursuant to Section 7.6, payments of any interest and principal on any debts of the Association, and reasonable reserves as determined by the Board of Directors. 
The “Collective Account” shall be Surplus, Profit, and reserves that are retained in the Association and not distributed to Members. 
“Patronage” shall be defined as hours worked by each Member for the Association. 
“Resident Dividends” shall be defined as a percentage (currently 5% or another mutually agreed upon percentage by individual consideration,) of revenue based on Patronage.
“Member Account” shall be defined as each Member’s Bank account 

Allocations. 
All Revenue shall be deposited into the Collective Account.

Revenue Sharing / Patronage Dividends
Five percent (5%) of total revenue after appropriate taxes and fees, or another mutually agreed upon percentage by individual consideration, of revenue from airbnb cabin rentals shall be deposited directly into Members back account (apportioned from airbnb) or by check or cash, on the fifth day of each month for he pay period of the prior month

 7.6     Revision
                1.   Stipends and percentages can be revised for a coming fiscal year by the
                     Board at the annual Directors Meeting

 7.7    Members’ Covenant to Declare Income for Tax Purposes. 
   1.   Each Member shall take into account on his or her income tax return any Patronage
        Dividends  and which are made in qualified written notices of allocation (as defined in
        26   U.S.C. Section 1388) at their stated dollar amounts in the manner provided in 26
        U.S.C. Section 1385(a) in the taxable year in which the Member receives such written
        notices of allocation.

ARTICLE 8 – Association Records and Reports
Records Required to Be Kept.  The Association shall keep at its principal office:<>1.2.3.4.Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.

Inspection Rights\

Annual Report.
The annual report shall be prepared no later than 120 days after the close of the Association’s fiscal year and shall be distributed to Members at or before their next meeting.
The annual report shall contain in appropriate detail:

A balance sheet as of the end of the fiscal year;
An income statement;
An annual statement of transactions and indemnifications to “interested persons” as defined by law.

For fiscal years in which the Association has (at any given time) over 25 Members, the Association shall notify each Member of his/her right to receive an annual financial report.
The annual report shall be accompanied by any pertinent report by independent accountants.
If there is no such report from an independent accountant, an authorized Officer of the Association shall certify that the annual report was prepared from the books and records of the Association, without audit.

                                                
ARTICLE 9 - Indemnification

Indemnification.  The Association shall have the power to indemnify its Officers, Directors, Members, employees, and agents to the fullest extent permitted by law.


ARTICLE 10 – Bylaws Changes

Bylaws Changes.  The Bylaws can be changed only by a vote as Members in the circumstances defined in Section 3.1.d.  All other Bylaws changes can be effected by a vote as Directors.




Certificate of Secretary

I certify that I am the duly elected and acting Secretary of the Maitreya Mountain Village Cooperative, that these Bylaws, consisting of ___________ pages, are the Bylaws of this Association as adopted by the Members on __________________, 2016 and that these Bylaws have not been amended or modified since that date. 

Executed on ________________, 2012 at ____________________, California, by



______________________________________________.
Danny N. Schultz