Articles of Incorporation, 22 Oct 74
ARTICLES OF INCORPORATION OF A GENERAL NOT FOR PROFIT CORPORATION
(To be submitted in duplicate by an Attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65101
We, the undersigned,
Minnette P. Lesser, Robert H. Harris, Anthony Zineski, (all of Box 6B2, Tecumseh, Missouri)
being natural persons of age twenty-one years or more and citizens of the United States, for the purpose of forming a corporation under the "General Not For Profit Corporation Law" of the State of Missouri, do hereby adopt the following Articles of Incorporation:
1. The name of the corporation is: East Wind Community, Inc.
2. The period of duration of the corporation is: perpetual
3. The address of its initial Registered Office in the State of Missouri is:
Box 6B2, Tecumseh, County of Ozark
and the name of its initial Registered Agent at said Address is:
4. The first Board of Directors shall be:
in number, their names and addresses being as follows:
Kathleen Kinkade, Deborah Slavin, Will Bayley, (all of Box 6B2, Tecumseh, Missouri)
5. The purpose of purposes for which the corporation is organized are:
A. To create and maintain an intentional community of people who shall live together on the same premises and shall live according to certain ideals and precepts to which they have agreed, among others the following:
1) That all members will do a fair and equal share of the work of the community (allowance being made for the sick, aged, etc., according to the provisions of the bylaws).
2) That all members receive an equal share of the benefits of the work of the group, regardless of the kind of work he or she may do.
3) That the group will be responsible for all the needs of the members insofar as it is able, and that no individual member shall receive private income of any kind.
B. To promote and advertise this kind of lifestyle and to encourage other people to engage in it.
C. To engage in any not for profit activity which is not prohibited by law.
6. This corporation shall not engage in political activity nor do anything else which would disqualify it from Federal tax exemption under Sec. 501(c)3 of the Internal Revenue Code of 1954 or the equivalent paragraph in later tax law.
[Note from John: The tax status is currently 501(d).]
7. In the event of dissolution, the corporation shall, after paying all its just debts, contribute any remaining assets to a similar organization, said organization to be named by the directors who shall be in office at the time of said dissolution.
(NOTE): Any special provision authorized or permitted by Statute to be contained in the Articles of Incorporation may be inserted above.
[Note from John: The preceding Note evidently authorizes Articles 6 & 7, above, which were not part of the printed form, but were typed in.]
(INCORPORATORS MUST SIGN BELOW)
[Signatures of Minnette P. Lesser, Robert H. Harris, and Anthony Zineski]
STATE OF: Missouri
County of: Ozark
I, Vivian L Bayle, a Notary Public, do hereby certify that on the 22nd of Oct., 1974, Minnette P. Lesser, Robert Harris, and Anthony Zineski personally appeared before me and being first duly sworn by me severally acknowledged that they signed as their free act and deed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true, to their best knowledge and belief. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My commission expires: Sept 27, 1976.
FILED AND CERTIFICATE OF INCORPORATION ISSUED
NOV 6, 1974
Corporation Dept., SECRETARY OF STATE
The Bylaws of East Wind Community
[These Bylaws were ratified in 1978. Amendments, with their dates, are listed at the end.]
ARTICLE I. Definition and Purposes
Paragraph 1. DEFINITION.
East Wind is a community owned and operated by the members, who share all income and expenses, rear their children communally, and are communally responsible for all the needs of the community's members, including food, clothing, shelter, medical care, education, and other needs and amenities considered desirable, insofar as the community is able to provide them.
Paragraph 2. PURPOSES.
A. We are creating a society which offers its members no less than they need, which asks from its members no more than they can give, and which promotes the greatest good for all the people.
B. We are creating a society where positions of responsibility are not positions of exploitation and in which we do not promote inequality through discrimination on the grounds of race, creed, age, or sex. [Amended in 1980 to append the phrase "or sexual preference".]
C. We are creating a society which is non-violent and non-competitive, where people mutually respect and tolerate individual differences of belief, opinions, and taste, and where personal possessiveness is not supported.
D. We are building a society that responsibly maintains all natural resources for itself, future generations, and for all people through an ecologically sound lifestyle.
E. We are striving to be self-reliant, especially in cooperation with similar groups.
F. To the greatest extent possible, the trade in which we engage will promote and contribute to the growth and maintenance of a non-exploitative world economy.
G. We are perpetuating our community in such a way that it will be available to succeeding generations.
H. We are growing and will maintain a membership of at least 750 members, as rapidly as is consistent with our survival.
I. We are creating a society benefiting its members but also serving as an example of social organization applicable to the rest of the world.
J. We are publicizing this lifestyle in order to serve as an example of social organization applicable to the rest of the world, and we promote the formation and growth of similar communities.
The definition and purposes listed in Paragraphs 1 and 2 of this article shall be implemented by:
A. The use of experimentation to discover and encourage the desirable behaviors for the group's members and its government.
B. A system of internal economics that, so far as is feasible, makes material benefits of the community available to all members equally or according to need.
C. A general practice respecting the liberty of each individual member to as great an extent as is consistent with the well being of the community and the laws of the government in whose jurisdiction it resides.
D. An emphasis on promoting cooperation rather than competition among the members.
E. A dedication to a non-violent, non-exploitative way of life for all human beings, and specifically an insistence on non-involvement of members in actions contrary to this policy.
In no event shall the resources or facilities of this community be used to further in any manner any project, activity, or purpose of any group or individual that is inconsistent with the purposes of this community as set forth in the Articles of Incorporation and these Bylaws.
ARTICLE II. Membership
Paragraph 1. CLASSES OF MEMBERS.
There are three classes of members in the community; full members, provisional members and child members.
A. Full member defined.
A full member is a person who has been accepted as such according to the conditions of Article Two, Paragraph 2A.
1) Rights and Duties of Full Members
Each full member is entitled to an equal vote on issues of override, impeachment, and Bylaws amendments. (See relevant subsections). They are required to do a fair share of the Community's work and to observe the regulations as set forth in Article III.
B. Provisional member defined.
A provisional member is a person who has been accepted by the Community on a trial basis for a period not shorter than three months nor longer than two years.
1) Rights and Duties of provisional members.
Provisional members are entitled to the same rights and responsible for the same duties as full members, with the following exceptions:
a) Provisional members do not have guaranteed tenure in the community and may be asked to leave at any time for any reason, according to procedures approved by the community's decision-making body.
b) Provisional members may vote when the current governmental system permits them to vote. They may not vote on issues of override, impeachment, and Bylaws amendments. (Refer to relevant subsections).
C. Child member defined.
A child member is any member either accepted into the community or born within it who has, according to the governing process of the community, not reached a maturity when co should be expected to carry a full work load. Child members may be given fractional voting rights or full votes in specific areas by action of the central decision making body. A vote of a majority of the full members can override any committee, manager or other body which may be empowered to determine when a child member may become a full member. Child members who become adults according to our regulations may be accepted as full members in the same way as people who join as adults, with the exception that they will not be required to go through a period of provisional membership.
Paragraph 2. METHODS OF ADMISSION AND EXPULSION.
A. Admission The community's government shall devise and revise, at its discretion, appropriate procedures for the admission of persons to the status of provisional member, child member, and full member.
B. Term of Membership.
Full membership shall be for the life of the member, unless terminated by one of the following:
1) The voluntary resignation of a member from the community.
2) The expulsion of the member by the central decision making body.
3) The departure of the member from the community for a period of 14 days or longer, without having earned sufficient vacation credits (or the equivalent) to cover the absence, or without having secured a leave of absence. Such a departure will be interpreted as voluntary resignation.
Full members may be expelled only for specific reasons, as follows:
1) Failure to do a fair share of the required work in accordance with Article III, Paragraph 1.
2) Physical violence against another person, defined as an act of physical aggression judged by the community to have been deliberate, hostile, painful and/or dangerous, and provided that the community holds the view that such action is likely to be repeated.
3) Theft of communal or private property.
[see Theft Policy, Board, 29 Apr 92]
4) Knowingly making false declaration of the extent or disposition of property when entering the community or subsequently, or violating the community's property code (Article III, Paragraph 2-4 of these Bylaws) with regard to the disposition of said property, or the disposition of any income co receives while a member.
5) Deliberate attempts to destroy or disband the community by any means, legal, extra-legal, financial, or any other manner, provided that this shall not be broadly interpreted to refer to the holding or proclaiming of disapproved opinions. This is intended to refer specifically to making trouble between the community and civil authorities, involving us in a lawsuit, or in unauthorized financial obligations, and similar acts or attempts at same.
The above causes for expulsion may, but need not, be used by the central government according to its discretion, in individual cases. That is, this body may expel members for the above reasons and these reasons only, but need not expel members even for these reasons if they do not think it wise or necessary, and according to the best interests of the community at that time as they see it. They also have the option of putting an offending member back on provisional status or to institute specific mandatory behavioral programs in order to change a member's behavior. (These options exist only when a member has behaved in such as way that the alternative is expulsion.)
Former members of the community who left voluntarily may re-enter as provisional members under the same conditions as persons who are entering for the first time. Any person who has been expelled and wishes to reenter must get special permission from the central decision making body.
ARTICLE III. Economic Life
Paragraph 1. WORK.
Every able-bodied member shall do a fair share of the community's work, as defined by the community. However, the community also guarantees the full support and equal privileges of every kind to members who are unable to work because of illness or disability. The community shall define this in individual cases and shall find appropriate kinds of work for these members. The amount of work to be required of children and adolescents shall be determined by the community.
Paragraph 2. USE AND DISTRIBUTION OF INCOME.
A. The community may engage in any economic activity which it believes to be ethical, practical and legal.
B. All income from all business engaged in by the community shall be the property of the community and shall be expended or distributed according to its laws, customs and discretion. It shall not be the property of any individual.
C. All community expenses, business and otherwise, shall be obligations of the community, and no individual member shall bear private obligations for them.
D. All funds received by members of the community during their membership, whether or not earned by current labor, shall be community income. This includes, without limiting the generality of the foregoing, the dividends from stocks and bonds, interest on savings, alimony, rents, unemployment compensation, welfare payments, social security payments, etc., except:
1) Inheritances. Monies inherited by a member shall be treated like other cash earned previous to membership.
2) Proceeds from the sale of goods owned before becoming a member, or royalties from works produced before becoming a member.
3) Tax returns for taxable periods previous to the period of membership.
4) That portion of any rental income needed to maintain the rental property until such time as it is turned over to the community's management.
5) Gifts from relatives and friends, provided that the community reserves the right to restrict the receiving and spending of gifts by individual members if said gifts are deemed excessive or the receipt of them abusive of community principles or the intent of this Article III.
6) Small amounts of money which the community may elect to permit members to earn while away from the community premises and on vacation or leave of absence. Monies accumulated in this manner may only be spent while away from the community premises and on vacation or leave of absence.
E. Property which increases in value but which is not a liquid asset: The community is entitled to any increase in the value of any property held by any member during the period of membership, including stocks and bonds, real estate, etc. The amount of increased value should be paid to the community at the time the property is sold. If at the time of the sale of such assets, the value shall have decreased below what it was at the time the member entered the community, the burden of the decrease shall not be borne by the community unless by specific contract to the contrary. However, such decreases in value may be compensated for out of the increases in value if any, of other properties, owned by the same member. The community is entitled only to the net increase, if any.
Paragraph 3. PROPERTY OWNED BY MEMBERS BEFORE BECOMING A MEMBER OF THE COMMUNITY.
A. Property accumulated by members previous to becoming a member of the community (as distinguished from current interests or dividends thereon) does not have to be surrendered to the community as an outright donation, (with the exception of vehicles and personal articles covered on the next page).
B. Members possessing such assets must, however, make them available to the community as loans without interest for the duration of said member's membership. Such loans shall be made available on or before a date one year after the admission of said member to provisional membership, or at the admission of the member in full membership, whichever is later.
This provision is intended to include assets such as cash, checking and savings accounts, stocks and bonds, and real estate, decisions about the sale of which, for loan purposes, pass to the community on the above schedule.
Paragraph 4. VEHICLES.
Members who own vehicles must either store them, or else offer them for group use under communal decision making during the period of their membership. If they leave, they can take their vehicles with them but have no claim as to the condition of the vehicles at that time. If the vehicle has in the meantime been destroyed by accident, the community is not liable or under any obligation to repay the owner. The owner has no priority on the use of the vehicle while co remains a member. The community will maintain or not maintain all such vehicles at its discretion and specifically for its use.
Paragraph 5. PERSONAL ARTICLES.
Clothing, jewelry (of sentimental or nominal value), radios, musical instruments, records, and the like may be kept as personal property by individual members if they owned them before becoming a member, or received them subsequently as gifts from a friend or relative, or bought them with money approved by the community for that purpose, provided that such items are small enough to be kept in the member's personal room. Members may not spend money owned before becoming a member on personal articles. If members elect to share such property with the group and indicate this intention by placing such items in public rooms or other community shared property (such as outdoors or in vehicles), then the item will be treated like community property. The members may withdraw their personal items from public use at will and may take them with them if they wish upon departure. The community will not be responsible for the condition of any such property, whether shared or not. The community reserves the right to declare any object objectionable or objectionable as private property, and to require, in unusual situations, that the property be disposed of or shared.
Items which have not specifically been mentioned in this Paragraph 5 and about which there is doubt as to its private or public use should be specifically mentioned by the owner or other concerned person to the central governing body or persons appointed by them, and a special decision made with regard to such an item.
ARTICLE IV. Government
Paragraph 1. OPTIONS.
East Wind may, within the confines of these Bylaws, govern itself by any reasonable means which its members desire, and may, under any of such systems, either elect or appoint officers, committees, or decision makers, as it sees fit. Also, it may change its form of government at any time and as many times as it wishes, provided only the following:
A. That at all times and under any and all forms of government, a two-thirds majority of the full members, as defined by these Bylaws, may make, modify, or reverse any decision made by any decision maker(s) or process, and that the decision of this two-thirds majority is binding upon the community (unless and except such a decision be in violation of these Bylaws or Articles of Incorporation). Likewise, a two-thirds majority of full members may remove from office any officer or decision maker for any reason.
B. That any change from one form of government to another form shall be arrived at by normal process of the form of government that precedes it, or else by a vote of the aforesaid two-thirds majority of full members.
C. In the event of a proposed change from one basic form of government to another (such as from democracy to a planner system, or from a planner system to consensus), such new form of government must be proposed and the proposal publicly posted for the information of the members a full 30 days before the change can be implemented. However, in the case of a two-thirds majority overrule, this restriction does not apply.
D. After five years of any one form of government, a vote of confidence shall be called. If the existing form of government does not receive a majority vote of confidence of the full members, that form of government shall be replaced as soon as a new form can be devised and receives a majority vote of the full members.
E. All meetings at which any decision is going to be made, except those portions of meetings when decisions about specific individuals are being made, shall be open to any member who chooses to attend. Central decision making body meetings will be posted with an agenda, at least 36 hours in advance, except for emergency meetings.
Paragraph 2. COMMUNITY RECORDS.
A. The following community records will be available for study by any community member:
1) Legal documents.
2) Financial accounting records.
3) Labor accounting records.
4) Records of government and managerial decisions (except secret ballot forms).
5) Other items determined by the central decision making body.
6) Other items not listed above (1 through 5) including managerial records, except materials referring to specific individuals at the manager's discretion. Such materials will, however, be open to the individual.
B. Specific pieces of information can be withheld from anyone except full members for designated periods of time by a decision of the central decision making body.
The community will not apply any law or policy prior to the date of the enactment, without consent of the members whom it would affect.
ARTICLE V. Dissolution
The community may be dissolved by a two-thirds majority of the full members. In the event of the dissolution of the community, any assets remaining after the payment of the community's debts shall not be given to any member, past or present, of the community, but shall go in their entirety to another organization similar to East Wind and containing in their Bylaws an article of dissolution similar to this, the choice of said organization being left to the discretion of a majority vote of the members remaining at the time of the said dissolution.
ARTICLE VI. Definitions
Throughout these Bylaws, when the word community is used in the sense that implies that the community makes decisions, such references shall be interpreted to mean that the central decision making body of the community shall make the decisions referred to, under the provisions of ARTICLE IV hereof.
The word "co" is used in this document to mean "he, she, him or her" and "co's" to mean "his" or "hers."
Whenever in these Bylaws the word "member" or "members" is used without qualifying adjective "full," "provisional," or "child," the word shall be interpreted to mean all members in all classes.
ARTICLE VII. Amendments
This document may be amended by a two-thirds majority of the full membership of the community.
Amendments to the Bylaws
AMENDMENT I (1980)
Article I, Paragraph 2B, is revised to read:
We are creating a society where positions of responsibility are not positions of exploitation and in which we do not promote inequality through discrimination on the grounds of race, creed, age, sex, or sexual preference.
AMENDMENT II (1990)
(Effective date: January 1, 1991)
Each year the community will allocate money amounting to no less than the amount of depreciation of the community's property, plant, and equipment during the preceding year. This annual allocation is to go in to a fund which may be drawn on at any time but only for the following types of expenditures:
A. Major maintenance or replacement of the community's buildings, equipment, or utilities.
B. New construction or acquisition of community buildings, equipment, or utilities.
C. Land improvements.
D. Principal debt repayment on loans to the extent the loan money was used for any of the above purposes. If this is done the original loan money will not count in meeting the requirements of this Paragraph 1.
Generally accepted accounting principles will be followed in determining the annual amount of depreciation.
This annual allocation may be waived during any year in which substantial cuts are made in the per capita spending for consumption, and, that these cuts are made in response to a large drop in income. The allocation may also be waived in any year in which a large, unusual and unavoidable expense occurs.
Any money in the fund which will not be needed in the near term for the purposes stated in Paragraph 1 may be used by the community for short term cash needs (10 months or less).