1.1 The name of the organization shall be the Sunflower Cooperative Inc. (“SFC” or “the Cooperative”).
1.2 The location shall be 1122 South 3rd Street, Austin Texas 78704.
Article 2 Purpose
2.1 SFC is organized as a cooperative housing corporation under the Texas Cooperative Association Act. The purpose of this corporation is to provide affordable housing to accepted members.
Article 3 Definitions
3.1 "Cooperative basis" means that net savings, after payment of any investment dividends or after provision for separate funds has been made as required or authorized by law, the certificate of formation, or bylaws, are: allocated or distributed to a member patron or to each patron in proportion to patronage; or retained by the entity for: actual or potential expansion of the entity's services; the reduction of charges to patrons; or any other purpose consistent with the entity's nonprofit character.
3.2"Invested capital" means funds invested in a cooperative association by an investor with the expectation of receiving an investment dividend.
3.3 "Investment dividend" means the return on invested capital or on membership capital derived from the net savings of the cooperative association.
3.4"Membership capital" means the funds of a cooperative association derived from members of the cooperative association generally as a requirement of membership or in lieu of patronage dividends. The term does not include deposits or loans from members.
3.5"Net savings" means the total income of a cooperative association less the costs of operation.
3.6"Patronage dividend" means a share of the net savings distributed among members of the cooperative association on the basis of patronage, as provided by the certificate of formation.
3.7"Savings returns"means the amount returned by a cooperative association to patrons of a cooperative association in proportion to patronage or otherwise.
3.8“Quorum” means the specific number of people who must be present when a committee, board of directors, meeting of shareholders, legislative or other body of persons meet in order to hold a legitimate meeting. 3.9“Referendum” means the act of referring to the voting membership a measure or proposal that will affect the rules and regulations of Sunflower Cooperative Inc.
3.10 “In good standing” is regarded as the status of having complied with of a member's explicit obligations and having unabated powers to conduct her or his activities
3.11“Consensus” means general agreement, and solidarity or belief of sentiment.
3.12“Voluntary winding up” means winding as the result of a decision to wind up.
Article 4 Membership
4.1 Eligibility for membership: Application, consideration, and acceptance for membership in the Cooperative is open to all people without regard to race, religion, gender, age, or sexual preference. The membership agreement must be signed, and expulsion, resignation, and loss of good-standing status must be explaned in the Membership Agreement.
4.2 Resident and non-resident members: There are two categories of membership in the Cooperative: resident members and non-resident members.
4.21 “Resident member” is defined as a person in good standing who currently resides at Sunflower Cooperative (1122 South 3rd Street, Austin, Texas 78704), who has also completed the probationary period as defined in the Membership Agreement.
4.22 Rights and responsibilities of resident members: Resident members shall be entitled to one vote at all Resident Meetings, all Annual Meetings, and all Special Meetings of the cooperative. All resident members must follow the guidelines set in the Membership Agreement.
4.23 “Non-resident member” is defined as a member in good standing, who has since left residency at Sunflower Cooperative. Inherent in this is that said member is not in debt to the Sunflower Cooperative, and she or he was not expelled from the house by the consensus of the remainder of the resident membership. Non-resident membership automatically begins after a resident member leaves residency at Sunflower Cooperative.
4.24 Rights and responsibilities of non-resident members: Each non-resident member shall be entitled to one vote at all Annual Meetings, and all Special Meetings of the cooperative in order to maintain good-standing status, it is the responsibility of all non-resident members to provide current contact information to the Sunflower Cooperative and must attend at least one Annual or Special Meeting per year, or attend at least one SFC function per year. If a non-resident member attends a function of SFC it is her or his responsibility to ensure that written documentation of her or his attendance is properly documented in the appropriate file designated by the Secretary of the Board . If a non-resident member cannot attend at least one Annual or Special Meeting per year, she or he may vote via mail.
4.25 Non-voting membership: The Board of Directors (sometimes hereinafter, “the Board”) shall have the authority to establish and define non-voting categories of membership.
4.31 The dues of the resident members shall be considered rent.
4.32 The dues (rent) of the resident members are approved by the Board. Each January, resident members shall create a projected budget for the year based on financial actuals from the year prior. This budget shall determine the monthly dues (rent) of each member and must be approved by the board by the end of January of each year.
4.4Rent: Rent owed to Sunflower Cooperative shall be due and payable on the 3rd of the month. Rent is considered late if not paid by the 3rd of each month. (Late rent penalties are further described in the rental agreement). If rent is not paid on or before the 15th day of the month in which said rent has been incurred, the member so delinquent may be denied the privileges of membership and/or her or his right to membership may also be subject to expulsion. Also, any other debt owed to Sunflower Cooperative shall be added to monthly rent. Furthermore, each member shall be responsible to the Cooperative for the fees, debt, and conduct of his or her visitors or guests, as described in the membership agreement.
4.5 Resignation/Termination/Expulsion of Membership
4.51 Formal Resignation: Any resident or non-resident member in good standing may resign and thus surrender her or his membership provided all debt owed to the cooperative has been paid. The Membership Forfeiture Agreement must be signed by the member forfeiting membership, and witnessed and signed by a member of the Board of Directors. Inherent in this is that once both parties sign the The Membership Forfeiture Agreement, the former member no longer possesses the right to vote or attend meetings of the Cooperative, or any claim to patronage dividends, or any other rights or responsibilites outlined in these bylaws and the Membership Agreement.
4.52 Membership Termination/Expulsion: In accordance with the Texas Business Organization Code chapter 251.152, a member of SFC may be expelled by the vote of a majority of the SFC's members voting at an annual or special meeting. Not later than the 11th day before the date of the meeting, the cooperative association shall give the member written notice of the charges. The member is entitled to be heard at the meeting in person or by counsel. If SFC votes to expel a member, the Board of Directors shall cause the cooperative association to purchase the member's capital holdings at par value if the purchase does not jeopardize the cooperative's solvency. Inherent in this is that once one has been expelled from SFC expulsion is permanent, and she or he no longer possesses the right to vote or attend meetings of the Cooperative, or any claim to patronage dividends, or any other rights or responsibilites outlined in these bylaws and the Membership Agreement.
4.53 Any non-resident member who is considered to be “out of contact” with SFC is no longer considered to be in good standing. A member is considered “out of contact” if she or he is unresponsive to the attempts made by Sunflower Cooperative to contact said member, and she or he has not attended at least one Annual or Special Meeting within a period of two years. Since a member who is considered to be “out of contact” with SFC is not considered to be in good standing, she or he may not vote at Annual or Special Meetings and does not qualify to receive patronage dividends. In such a case, in order to regain the status of good standing, said member must submit her or his case in writing to the Board of Directors with current contact information. The Board of Directors will review said member's case and decide by consensus whether or not to reinstate said member's good standing. Notification of the Board's decision and any necessary further action will be returned to said member as soon as possible.
Article 5 Member Meetings
5.1 Meeting Minutes: Minutes for every meeting that occurs in regards to the running of the Sunflower Cooperative must be documented and maintained in a transparent manner. At the commencement of any and every meeting, an officiated note-taker must be agreed upon, and said person is responsible for a thorough documentation of her or his notes, and the couting of ballots/votes (including votes by mail). Any member may review notes from any meeting. Although copies of meeting minutes may be requested, all minutes must be kept and maintained at the Sunflower Cooperative. If a meeting occurs in regards to the Sunflower Cooperative outside of its current location, an official copy must be documented at the Sunflower Cooperative location.
5.2 Meeting Procedures:In regards to decision which affect theCooperative, the members present will attempt to reach a consensus and decisions reached will be posted immediately upon adjournment of the meeting at Sunflower Cooperative for resident members not in attendance to view. If a quorum shall not be present at any meeting of the Cooperative, the resident members who are present may adjourn the meeting until a quorum shall be present.
5.3 Resident Meetings: One-half of the resident members of the Cooperative shall constitute a quorum at a resident meeting. Resident membership meeting attendance only includes current resident members unless it is agreed upon by current resident members to invite another person to participate. Resident membership meetings shall be held weekly, on a set and agreed upon day and time, which shall be decided at a resident membership meeting. No other notice of these meetings need be required, though agendas are encouraged. All resident members are expected to participate fully and to represent themselves at these meetings.
5.4 Annual Meetings: One-half of the resident members in addition to at least two non-resident members of the Cooperative shall constitute a quorum at an annual meeting . An annual meeting of all members shall take place in the 4th quarter of each year. The Board of Directors will designate the specific date and time of the meeting. Thirty days written advance notice of an annual meeting must be mailed, e-mailed, or sent via a message equivalent to all members. Annual meetings shall be held at the Sunflower Cooperative. At the annual meetings, all resident and non-resident members who are present shall elect a Board of Directors and officers (if deemed necessary), and receive reports on the status of the Cooperative. Also, members who are eligible may receive membership patronage dividends.
5.5 Special Meetings: One-half of the resident members in addition to at least two non-resident members of the Cooperative shall constitute a quorum at a special meeting. A special meeting may be called by a two-thirds majority of the Board of Directors. Thirty days written advance notice of a special meeting must be mailed, e-mailed, or sent via suitable message equivalent to all members.
5.6 Board Meetings: Two-thirds of the Board members must be present to constitute a quorum at any board meeting. The Board of Directors shall meet at least quarterly at an agreed-upon time and place. An official Board Meeting requires that each Board member be given notice of that meeting by mail, email or via a message equivalent at least 30 days in advance or by setting the date of the next meeting at the previous meeting.
5.7 Committee Meetings: The resident members of the Sunflower Cooperative may consensually establish unofficial committees in order to create focus groups with the intention to work on particular issues or projects in regards to the Sunflower Cooperative and to make suggestions regarding those issues or projects to their fellow members.
5.81 Annual and Special Meetings: all issues requiring a vote at annual or special meetings shall be decided by consensus if possible or by a two-thirds majority if consensus cannot be reached.
5.82Resident Meetings: all issues requiring a vote at weekly resident meetings shall be decided by consensus.
Article 6 Board of Directors
6.1 Board role, size and compensation: The direction and management of the affairs of the corporation and control and disposition of its property and funds shall be vested in a Board of Directors which consists of three (3) resident members and three (3) non-resident members at the time of election. The board members receive no monetary compensation, with the exception of the treasurer, who is to be a non-voting member of the board. If there are less than three resident members at any time, non-resident members shall constitute the remainder of the Board of Directors.
6.2 Terms: All Board members shall serve a one-year term and are eligible for re-election.
6.3 Meetings and notice: As set out in Article 4.5 above, the Board shall meet at least quarterly at an agreed upon time and place. An official Board Meeting requires that each Board member be given notice of that meeting by mail, email or suitable message equivalent at least 30 days in advance or by setting the date of the next meeting at the previous meeting.
6.31 The Board of Directors shall meet as soon as possible immediately following the annual meeting.
6.4 Board Elections: The Board of Directors shall be elected by the membership at each annual meeting. These directors shall be elected from resident and non-resident members of the co-op by popular vote or preferably by consensus, at the annual meeting.
6.5 Quorum: Two-thirds of the members of the Board of Directors must be present at any Board of Directors meeting to constitute a quorum and in order for any business transactions to take place and motions to pass. If a quorum shall not be present at any meeting of the Board, the directors who are present may adjourn the meeting until a quorum shall be present.
6.6 Election Procedures: Any member can nominate a candidate to the slate of nominees.
6.7 Offices and Duties: There shall be four offices of the Board consisting of a president, vice–president, treasurer, and secretary. Their duties are as follows:
6.71President shall prepare the Board agenda, send notice of Board meetings, distribute copies of the agenda to each director, and lead the Board meeting in accordance with these bylaws.
6.72 Vice president shall perform the duties of the president and facilitate meetings in absence of the president, and shall perform such other functions as the Board may determine.
6.73 Secretary shall be responsible for keeping records of Board actions, including the documentation and maintenance of the meeting minutes. The secretary shall also be responsible for the maintenance and annual collection of current contact information for each member of the cooperative, and for the documentation and maintenance of financial records in regards to patronage dividend payments. Also, the secretary must maintain an official notebook to be kept in an accessible space in Sunflower Cooperative in order for non-resident members to document attendance at SFC functions .
6.74 Treasurer may be hired by the Board and may be a non-voting member of the Cooperative. The treasurer shall make a report at each Board meeting, chair the finance committee, assist in the preparation of the budget, and make financial information available to Board members and the membership. The treasurermust have fiscal knowledge of the business of the Cooperative.
6.8 Vacancies: When a vacancy on the Board occurs, new nominations may be submitted by the present Board to the president. These nominations shall be sent out to the Board members with the regular Board meeting announcement to be voted on at the next Board meeting. These vacancies will be filled only until the end completion of the particular Board member’s previous term.
6.9 Resignation/Termination: If a director becomes disqualified as herein provided, dies, resigns, or becomes unable or unwilling to act prior to the expiration of her or his term, or if said director is deemed unsuitable to manage the house affairs by consensus of the Board, without regards to the Board member in question, a successor to such departed director shall be appointed by the remainder of the Board members. Such appointed director shall serve only for the balance of the term of the director whom she or he succeeds and shall have all the powers and duties conferred by these bylaws, the charter and the laws of the state of Texas on the other directors.
6.10 Powers of the Board: The Board of Directors shall have power by vote consensus:
6.101 to remove, after due notice and hearing, any officer of the corporation for cause (in this case, consensus is considered to be all Board members except the member in question);
6.102 to suspend or expel any member for nonpayment of dues or any other indebtedness owed by her or him to the Cooperative;
6.103 to reprimand, suspend, or expel any member, after due notice and hearing, who has flagrantly violated any of the bylaws or house rules of the Cooperative or has acted against the best interests or purposes of the Cooperative;
6.104 to proceed with the disposition of property and housing belonging to SFC;
6.105 on a yearly basis, credit the corporation accounts to “paid-in-surplus” an amount no greater than the amount of payments on account of principal of any mortgages. This amount will be credited to a fund decided upon by the Board.
6.11Registered office address and agent: The registered office of the corporation shall be at ____Karl Martin's current address______ and the name of the registered agent of the corporation at such address shall be Karl Martin.
6.12Additional offices: The corporation may also have offices at such other places in the State of Texas as the Board may from time to time determine or the business of the corporation may require.
Article 7 Revision and Amendment to Bylaws
7.1 The bylaws must be reviewed annually by the Board of Directors in order to ensure that they are clearly understood, current, and relevant.
7.2 These bylaws may be amended by a two-thirds majority affirmative vote of members at any annual or special meeting at which there is a quorum present.
Article 8 Distribution of Dividends
8.1In the continuance of the Cooperative without dissolution the distribution of net savings is under the control of the Board of Directors and in accordance with Texas Business Organization Code Chapter 251, Sections 251.301 and 251.302, or should such statutory provisions expire or be repealed, their successor provisions.
8.2 A membership patronage dividend is understood to be 25% of the total amount of fixed expenses, as defined in the rental agreement, which a member has paid during her or his residency at SFC prior to October 2005 (completion of mortgage), payable from the surplus of total assets over total liabilities after all other obligations have been paid (see section 251.302 of Texas Business Organization Code).
8.3 Membership patronage dividends shall be distributed in a time-line and fashion designated by the Board of Directors in regards to chronological record of membership.
8.4 A member may only receive membership patronage dividends if she/he is considered to be in good standing.
Article 9: Voluntary Winding Up and Termination:
9.1 In accordance with chapters 11 and 251 of the Texas Business Organization Code the following shall be legally binding:
9.2 The Board of Directors may, by vote of consensus, float a proposal to the general membership to voluntarily wind up the Cooperative. Such a proposal must be presented at a Special or Annual Meeting.
9.3 The general membership may float a proposal of the voluntarily winding up of the Cooperative with a petition signed by 10% of the general membership. If such a petition is acquired, the general membership must host a Special or Annual Meeting in regards to said proposal.
9.4 If the cooperative votes to wind up and liquidate its affairs, three members of SFC must be elected by a vote of at least a majority of the members present and voting to be designated as trustees on behalf of the cooperative association to:
9.41 pay all debts;
9.42 liquidate the cooperative association's assets within the time set in the trustees' designation or any extension of time;
9.43 and distribute the cooperative association's assets in the manner provided by Section 251.403 of the Texas Business Organization Code.
Article 10: Liquidation of Assets and/or Event of Sale
10.1 In the event of a sale or liquidation of land or houses or any property or assets belonging to SFC, the following distribution of funds will be legally binding.
10.2 In the event of a sale of property and/or houses owned by the Cooperative, all debts will be paid in full and any surplus will be distributed as follows.
10.3 Investors shall be returned the par value of their capital.
10.4 Subscribers to invested capital will be paid the amounts paid on their subscriptions.
10.5 Patrons shall be paid the amount of patronage dividends credited to their accounts.
10.6 Members shall be paid their membership capital.
10.7 The remainder will be gifted to a cooperative association or non-profit enterprise chosen by vote by the entire membership. If at least 4 SFC members wish to start a new cooperative association or non-profit enterprise, any surplus will be gifted to said organization(s) if a substantial and organized plan is presented and approved by vote at a special or annual meeting at which there is a quorum present. If members do not wish to start a new coop/non-profit organization any surplus shall be gifted to a non-profit organization or cooperative association with similar purpose and structure as SFC. Said organization which shall be gifted will be approved by vote and designated at an annual or special meeting at which there is a quorum present.
Article 11 Immunity
11.1 To the maximum extent permitted by the Texas Business Organizations Code Section 22.152, the members of the Cooperative shall not be personally liable for a debt, liability, or obligation of the corporation.