Draft Bylaws AT-A3
BYLAWS OF APPLETREE COMMUNE, INC (Dec 1984)
The fiscal year shall be the same as the calendar year.
The purposes for which said corporation is organized are:
A. To create and maintain an intentional community of people, living communally in order to:
1. Manifest a commonly held belief of one-ness with the universe through sensitive treatment of the Earth and of each other;
2. Foster the group's unifying beliefs through daily interactions, work, child rearing, and economic interdependence;
3. Establish an environment to provide the group support necessary for every member to attain his or her highest potential for self-actualization, and interpersonal growth;
4. Act as a model of ethical and holistic livelihood; and
5. Teach the skills of communal living.
B. To maintain a community treasury, in order to:
1. Establish income sharing in order to provide an equitable life style to all members;
2. Enable the community to accept the disabilities and encourage the abilities of all members;
3. Create an equitable status for all work done by each member in recognition of the group's commonly held belief that everyone's work for the group is held to be equally worthwhile; and
4. Effectively foster the group's unifying beliefs by creating opportunities for right livelihood in a communal environment.
The principal and registered office of the corporation is: 343 South Third Street, Cottage Grove, Oregon 97424. The principal and registered offices need not be identical and may be changed from time to time by the Board of Directors.
MEMBERS-CLASSES AND QUALIFICATIONS
A. Classes of Membership. There are three classes of membership: provisional, associate, and full.
1. Provisional Membership.
a. Provisional members are people who have been residents for six (6) months, usually, and have applied for and been granted provisional membership status by the consensual agreement of the commune's provisional, associate, and full members.
b. People in the age range of thirteen (13) to nineteen (19) who have lived at Appletree for at least one year may be granted the rights and responsibilities of provisional membership with the consent of all members. They may retain provisional status until their twentieth birthday.
c. Provisional members have the following rights and responsibilities:
1) To attend scheduled meetings;
2) To participate equally with other members in making decisions in all matters except those involving 30% or more of the commune's equity, and except the granting and termination of full membership status;
3) To pool income with all other members of all categories and to make specific agreements for the withdrawal of money from the commune's funds;
4) to use the Bylaws as guidelines;
5) To keep separate from communal equity that property which the provisional member wishes to retain until full membership or until leaving the commune; and
6) To apply for full membership status after six (6) months of provisional membership.
2. Associate Membership. Members who do not choose to exercise their option to apply for full membership, or who are refused full membership, automatically become associate members after six (6) months of provisional membership, with the same full rights and responsibilities of provisional members. Associate members may retain their status indefinitely.
3. Full Membership. Full members are people who have been granted that status after six (6) months of provisional membership by the consensual agreement of all the commune's full members. They have the following rights and responsibilities:
a. All of those rights and responsibilities as stated for Provisional Membership Section IV. A. 1. c. 1)-4).
b. To constitute the decision-making body which deals with matters involving 30% or more of the commune's equity, and granting and termination of full membership.
c. To participate in the decisions regarding change in status of provisional members, and the value of their assets.
d. To take a vow of poverty by donating, over time, all of their net worth to the commune.
1. All members are expected to contribute a reasonable amount of work in order to establish an environment which provides the group support necessary for the well-being of every member.
2. Income, whether in the form of cash, goods, or services received by individual members will be considered communal and be credited to the communal treasury. The commune will extend at least "minimal support" to all members consisting of: food, clothing, shelter, and medical care.
C. Termination. Membership termination is expected to result, in most cases, as the choice of the leaving member. In the case of unusual circumstances, a member may be expelled by a vote in which 75% or more of all members (not including the member in question) ask that member in question be expelled after an appropriate hearing. However, only the votes of full members will be counted concerning the termination of full members.
BOARD OF DIRECTORS
A. Composition. The Board of Directors shall include at least two (2) full members except when there are less than two (2) full members of the commune. The Board shall be elected by the members at the annual meeting to serve a one (1) year term, and shall consist of three (3) members.
B. Vacancies. A Board member may resign at any time. A vacancy on the Board will be filled by an affirmative vote of the membership at a meeting called especially for that purpose, or at the earliest possible regular meeting, said newly appointed Director to serve until the next annual meeting.
C. Responsibilities. The Board shall act in accordance with the will of membership. Subject to the foregoing, the Board shall appoint officers at the annual meeting, and shall designate those persons who have the authority to sign contracts, legal documents, and bank accounts in the name of the corporation.
A. The officers of the corporation shall be the President and the Secretary. The officers shall be chosen by the Board of Directors, but are not required to be members of the Board. The term of an officer shall be from the annual meeting at which he or she was selected until the next annual meeting.
B. The officers shall have such powers and perform and delegate such duties as the Board of Directors may from time to time designate, and which include, but are not limited to, the descriptions of the powers and duties of the officers as described in the Bylaws.
1. President. The President shall report on the general affairs of the corporation at the annual meeting of the membership, or provide for such a report to be given, and shall sign legal documents which require the President's signature.
2. Secretary. The Secretary of the corporation shall be responsible to keep correct and complete books and records of financial transactions as required by the Internal Revenue Service, for reporting purposes of 501(d) status, and shall keep minutes of the proceedings of the Board and members. Also, the Secretary shall keep at the registered office or principal office in the State of Oregon, a record of the names and addresses of the members entitled to vote. The Secretary shall sign legal documents requiring the Secretary's signature.
A. Decision Making
1. Members and Directors will make all decisions except as otherwise provided in these Bylaws, by consensus. Consensus is defined to mean: each person has the right, as provided in the Bylaws, to participate in decision making by either voting for, against, or abstaining; adoption by consensus of any matter voted upon by the members or directors requires only that no votes be cast against the matter.
2. Decisions granting full membership status and decisions involving 30% or more of the commune's equity require the consensus of all full members.
3. The corporation will, on reaching a size of approximately ten (10) members, introduce a limited form of egalitarian planner/manager government to handle some of the major decision areas.
4. Occasionally a decision - other than one regarding the granting of membership, or 30% or more of the commune's equity, or amending the Bylaws - may be made by the membership notwithstanding the dissent of either one full, associate, or provisional member or 13% of all members, whichever is greater. At least 75% of the full, associate, and provisional members must be present at a duly called special membership meeting to use this procedure, and either of the following must exist:
a. A written proposal is presented which, due to time sensitivity or constraints, must have a decision made before consensus can be reached; or
b. All of the following requirements are met:
1) A written proposal and its amendments must have been available for review for a period of at least one (1) week;
2) The proposal must have been thoroughly discussed in at least two (2) meetings devoted to that proposal;
3) Creative solutions, which embody everyone's needs, must have been sought until no new ideas are presented;
4) The proposal has been amended to the greatest extent possible to meet the needs of the individual(s) blocking consensus without sacrificing the needs of other members. The group will provide support to the dissenting member(s) and encourage them to express their feelings.
1. Membership Meetings.
a. General membership meetings shall be held on a regular weekly basis to be set by the membership at the annual meeting.
b. The annual meeting shall be held between two (2) weeks before and two (2) weeks after December 31 at the registered office of the corporation in Oregon, or at such other place as the Board of Directors shall establish.
2. Meetings of the Board. Board meetings shall be held as needed, and may be called at any time to deal with situations which require the attention of the Board.
3. Special Membership Meetings. Special membership meetings may be called to deal with a particular issue with the approval of one-twentieth of the membership.
The following decisions must be made at meetings in which the notification requirements for special membership meetings have been met:
a. Amendment of these Bylaws.
b. Decisions wherein consensus is not required.
C. Notification. In all cases it is recognized that attendance constitutes a waiver of notification requirements.
1. Regular Membership Meeting. At the annual meeting, the schedule of regular weekly meetings shall be set and posted in a central location readily accessible to all members, or notice may be given personally to all members. The membership can, from time to time throughout the year change the regular meeting schedule, which must then be posted or personally given as directed by these Bylaws.
2. Annual Membership Meeting. Notice of the annual meeting shall be given not less than seven (7) nor more than fifty (50) days before the date of the meeting, either personally or by mail.
3. Special Membership Meetings. The meeting time, date, and subject shall be posted seven (7) days in advance in a place as directed by the Bylaws governing notice of regular meetings.
4. Board Meetings. Any Board member may call a Board meeting, and in so doing takes responsibility to personally inform the remaining Board members at least seven (7) days in advance, unless all Board members are able to attend at an earlier date.
1. Membership Meetings. An attendance quorum for a meeting of the general membership, after due notification of members, shall be those who attend, except as otherwise provided in these Bylaws regarding granting and terminating membership, amending Bylaws, and dealing with 30% or more of the commune's equity.
2. Board Meetings. An attendance quorum for a meeting of the Board of Directors shall be two (2).
Any amendment to these Bylaws must be made by consensus decision of all members at a Special Membership Meeting and must not compromise or change the intent of the stated purposes of the corporation.
A. In the case of threatened dissolution by reduction to less than three (3) members, the remaining member(s) may appoint a non-member(s) to fill a vacancy on the Board of Directors for an interim of one (1) year.
B. In the case of reduction to less than three (3) members continued longer than one year, the corporation will be in a state of dissolution and will dispose of its assets as follows:
1. All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provisions made therefore.
2. Assets held by the corporation upon condition requiring return, transfer, or conveyance which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
3. All remaining assets of the corporation shall be distributed to the Federation of Egalitarian Communities, a Missouri non-profit corporation. In the event that the Federation is unable to accept the remaining assets, then the distribution shall be made to a non-profit corporation or corporations with similar purposes as determined by the final Directors of the corporation.
4. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2 hereof and within the permitted scope of Article VI and VII of the Articles of Incorporation.