Egrets’ Cove Bylaws
December 30, 2002
 
ARTICLE I – GENERAL PROVISIONS
 
Section 1 – Name
The name of the corporation is Egrets’ Cove, Inc. (“the Community”).
 
Section 2 – Purpose
The purpose of Egrets’ Cove is to be a residential learning community dedicated to walking more lightly on the earth than it is possible for any of us to do as individual households. Our intention is to playfully engage our culture’s social values and societal context in order to allow sustainable ways of living in the day to day to emerge.  We expect our life together to be a living example of hopeful and practical options.
 
Section 3 – Location
The principal office shall be located at 260 Radford Hollow Road, Big Hill, KY 40405 USA.
 
 
ARTICLE II – MEMBERSHIP
 
Section 1 –Full Membership 
1-A Definition
A full member is a person age 18 or older who is building or resides in a housing unit on the property, has signed the covenant agreement, has been unanimously affirmed as a full member by the current members, and agrees to assume the membership responsibilities described in these Bylaws and the Community’s Common Agreements.
 
The Bylaws are binding conditions with defined consequences.  Common Agreements are documents intended to serve as practical guidelines for particular aspects of community life.
 
1-B Rights of Full Members
Full members shall have the right to participate fully in community consensus decision process, to nominate and elect officers, to serve as officers if chosen, to have access to minutes and reports, and to be notified of the Annual Meeting as discussed in Article IV, Section 1 of these Bylaws.  Only full members are entitled to block consensus at any meeting according to the decision-making procedures described in Article IV, Section 2 of these by laws.
 
1-C Responsibilities of Full Members
Members are expected to uphold the beliefs and agreements in the signed Community Covenant.
 
Members are expected to maintain community standards of ecological responsibility including the protection of local forest, soil and watershed systems.
 
Members are expected to attend and participate in regular community meetings, including the annual meeting of the corporation, whenever possible.
 
Members are expected to participate in the leadership and organizational tasks of the community.
 
Members are expected to meet their financial responsibilities as discussed in Article VI and in the community’s Common Agreements.
 
Members are expected to attend and participate in community work projects.
 
Members are expected to maintain the community property according to the standards and processes set out in the community’s Common Agreements.
 
Members are expected to design, maintain and improve the houses in which they reside according to the community’s Common Agreements.
 
Members are expected to discuss personal actions that might affect community life or community property with the whole community.
 
Section 2 - Provisional Members
A person interested in becoming a member of the community can request to become a provisional member. This request must be approved by the consensus of the full members.
 
Provisional members will have the same rights and responsibilities as full members as described in Article II Section 1 of these bylaws with the following exceptions: They may not elect officers. They may not block consensus. They do not purchase an equal share in the initial land and community property. Provisional members may rent an available residence as agreed to by the Community or live as a guest of the Community while they are being considered for membership, but they may not live in a residence on community property for over one year.
               
Section 3 – Children and Dependents
Minor children of members may live on community land with the members. They are encouraged to participate in meetings and voice their opinions.
 
 Other non-member residents that are long-term guests in a members’ home, such as elderly parents and adult children, may live with the member(s) on community land without becoming members. They are expected to participate in community dialogue and conversation.  When they have resided in a household for one month, guests will begin to pay community dues as provided in Article VI.  After 3 months the Community will review their guest participation based on their agreement with the community covenant and on their participation in community life.   Additional reviews can also be  scheduled at the time of the initial review.
 
Section 4 – Revocation of Membership 
Membership may be ended if a member violates the Bylaws of the Community and there is consensus by all remaining full members of the Community as discussed in Article IV Section 3.  A meeting of the membership must precede any such termination where all members are given full opportunity to speak to this matter. In no event shall termination occur unless the affected member has been given a 30-day notice of such action and an opportunity to comply with the Community Bylaws.
 
ARTICLE III – LEADERSHIP
 
Section 1 – Community Council     
All Full Members shall be members of the Community Council.
 
Section 2 – Officers
There shall be three officers of the Council including a Clerk, a Recording Clerk and a Treasurer. Officers will be selected at the annual meeting.  The Clerk and Recording Clerk will serve for a term of one year.  The term of Treasurer will be two years.  Each outgoing officer will train the incoming officer for one month before turning over the responsibilities of the office.
 
The Clerk shall sign all legal documents at the direction of the Board and provide overall coordination of the official affairs of the Council.
 
The Recording Clerk shall:
a.      maintain all corporate documents in good order including but not limited to, Bylaws, Common Agreements, and minutes of community meetings, and have them available for review at each meeting.
b   maintain a list of current and prospective members.
c.  handle all correspondence and respond to inquiries.
d.  take over duties as needed in the Clerk’s absence.
The Treasurer shall:
 a.  manage all of the Community’s joint funds,
b, keep full and accurate records of receipts and disbursements,
c.  bring a budget to the yearly meeting for the members’ approval,
d.  assure the preparation of all required financial data and tax returns,
e.  execute all checks and drafts on the Community’s accounts, and
f.  keep all other financial records as directed by the Council.
 
Section 3 – Committees
The Council may create and dissolve committees as needed to oversee, investigate, handle or make recommendations about ongoing work or concerns of the Community.
 
ARTICLE IV – DECISION MAKING
 
Section 1 – Community Meetings
The general business of the Community will be conducted at regularly scheduled meetings held in the  Community House unless other arrangements have been agreed upon.  A meeting held in the month of the community incorporation shall be deemed the annual meeting of the corporation for legal purposes.
 
Decisions made at each meeting shall be recorded in a community notebook made available to all members.
 
Any official business requires a quorum of 50% or more of the full membership to be present at the meeting.
 
Section 2 – Consensus Process
A participatory consensus process will be used to make community decisions. In this process, community members do not vote. Rather than “all agreed say ‘Aye’, all opposed say ‘Nay’”, the members incorporate everyone’s concerns about the issue, and attempt to increasingly refine and modify the proposal to include everyone’s input. If a member ‘stands aside’ from a decision, he or she goes on record as not agreeing with the proposal, but does not stop it from passing. In ‘blocking’ however, a member who feels it would be harmful for the group to adopt the proposal says “no”, effectively stopping the proposal. Ideally, someone blocks a proposal only from a principled position of genuine concern for the group, not for strictly personal reasons.
 
If consensus cannot be reached on a particular issue for three consecutive meetings, the unanimous agreement of all but the single dissenting member shall override that member’s objection.
 
Section 3 – Major Decisions
The following decisions require the consensus of the full membership, with all members being present at the meeting or having expressed in written form their opinion relative to the decision. The community must reach consensus on the issue for two consecutive meetings.
-          Accepting or rejecting persons into the Community as provisional members.
-          Accepting or rejecting persons into the Community as full members.
-          Revoking a membership.
-          Dissolution of the corporation.
-          Distribution of community assets in the event of dissolution.
-          Amendments to the bylaws.
-          Any change in the maximum number of households.
-          Relocation of the Community.
 
Section 4 – Conflict Resolution Process
When conflicts arise, members shall follow the process described in the Common Agreement on Addressing Conflict.
           
ARTICLE V – HOLDING THE LAND AND DWELLINGS
 
Section 1 – Carrying Capacity of the Land
At the inception of the Community, members decided that a maximum of 6 households is ecologically viable on the original 15 acres.  If the Community should purchase additional land, a decision will be made at the time of purchase concerning the use of the land and possible growth in the number of households in the Community.
 
A household is defined as an adult or group of adults who jointly purchase a share in the Community and, along with related minors and dependents, occupy a housing unit.
 
Section 2- Resident Dwellings
Each household will occupy a dwelling in the community and have primary control of the dwelling and the grounds immediately around the house.  Each dwelling will include a common kitchen, bathroom, and heating system, along with other living space appropriate to the size of the household, as guided by the Common Agreement on Ecological Parameters.  Dwellings will be built, maintained, and improved according to the standards described in the Common Agreement on the Building, Maintenance and Alteration of Housing.  The grounds around the house will be used and maintained in ways consistent with the goals and plans of the Community and in accordance with decisions of the members.
 
Section 3 – Purchasing Shares in the Community
Community assets are held in common as shares in the corporation.  The number of shares available is determined by the carrying capacity of the land as described in Section 1 of this article. 
 
Each household will purchase one share in the corporation.  The three founding households will each purchase one of the original six shares available.  The price of each share will be based on the cost of the purchase of the 15 acres, the cost of the existing buildings and infrastructure, and the money needed for additional infrastructure and alterations on the existing house to transform it into a Community House.
 
In order to initially capitalize the corporation, some or all of the founding members will provide low interest loans to the corporation.  The share price for each of the subsequent three households will include an extra amount to pay the interest on the loans.
 
Once the corporation is capitalized, the members will set a share price based on the actual costs of community land, buildings and infrastructure.  The members may adjust the share price to reflect any significant subsequent capital investments.
 
Section 4 – Payments of the Cost of Housing
Members of the initial household that will occupy a particular dwelling are responsible for the costs and labor necessary to build the dwelling.
 
When an existing dwelling is vacated, the incoming household will pay the former occupant for the dwelling.  The purchase price and process will be handled as described in Article VII, Section 2 of these Bylaws.
 
ARTICLE VI – FINANCIAL ADMINISTRATION
 
Section 1 – Member Dues
Monthly dues will be accessed equally for each adult person residing in a household.  Dues or community contributions by children under the age of 18 will be determined by the Community. The amounts and payment due dates will be determined by the Community.  Within one week after the yearly meeting or at the time that the number of residents in the household changes, the Treasurer of the Community will inform the members of each household of the amount of the monthly dues required from each household for that year.  If a household does not pay its dues for three months, a late fee will be accessed in an amount determined at each yearly meeting.  A household may request to renegotiate their dues payment during extreme circumstances.  Outgoing households that have vacated their dwellings will not be assessed further dues.
 
Section 2 – Yearly Budget
The Treasurer will prepare a yearly budget to be presented to the members for their adjustment or approval at the yearly meeting.  The Treasurer will manage the dispersal of funds according to the budget.  
 
ARTICLE VII– ENTERING AND LEAVING THE COMMUNITY
 
Section 1 – Incoming Household
1-A Recruiting New Members
The Community will maintain a list of persons who have expressed interest in joining the Community.   When a space that has been designated for the building of a housing unit is available, the Community will seek new members.  When a previously built housing unit becomes available or members anticipate such an opening in the near future, the Community and the departing member will jointly seek new members.  Ultimately, the primary responsibility for finding new members to reside in an existing unit will rest with the departing member.
 
1-B Provisional Members
The adult individuals who make up a prospective household will enter into provisional memberships in the Community.  They will sign the Community Covenant and make themselves familiar with the Bylaws and Common Agreements. The Community will make these documents, the previous year’s tax documents, the minutes of the community meetings, and the most recent budget available to provisional members.  Provisional members will have the rights and responsibilities described in Article II of these Bylaws.
 
The purpose of provisional membership is to allow the prospective and current members of the Community to determine their mutual compatibility. It is strongly recommended that this provisional membership last at least 3 months, although in special circumstances consensus of the full membership can approve members at any time.
 
If after 3 months, a provisional member is not ready to make a decision about full membership, they may request an extension for a specified period of time from the full membership.
 
By consensus, the Community can cancel provisional membership at any time. The Community must offer the provisional member an explanation and an opportunity to be heard at a community meeting.
 
1-C Becoming Full Members
When the adult provisional members in a household request full membership in the Community, the current full members must consider their request.  Provisional members must be accepted into full membership by the affirmation of the current full members according to the process laid out in Article II.
 
The process is complete when the household purchases a share in the community holdings as described in Article IV and pays for and occupies an existing dwelling or begins construction on a new dwelling.  If after one year, the construction of a new dwelling is not complete, the memberships of those in the household can be reviewed and the members may be required to relinquish their membership.  When ________________ have been duly signed and filed, the adult provisional member(s) of the household shall be declared full member(s)and the celebration shall begin.
 
Full members who are building a new dwelling or altering an existing one may make arrangements with the Community to temporarily occupy space that is available in the community or, with the help of other community members, arrange temporary housing nearby.
 
Section 2 – Outgoing Household
2-A Rights and Responsibilities
The members of an outgoing household will give the Community Council written notice of their intention to leave as soon as possible after they make the decision. The primary responsibility for finding new members will rest with the departing member(s) as discussed in Article VII Section 1-A.
 
 When the members of an outgoing household are no longer occupying a dwelling but still own a share of the community property, they continue to have the same rights and responsibilities as described in article II Section 2 with the following exceptions: They may not elect officers. They may not block consensus.  Their presence is not required at meetings in order to establish a quorum or to make the major decisions listed in Article IV Section 3.  When the Community or incoming members purchase the outgoing members’ share in the community property, the outgoing member no longer has any membership rights
 
The members will pay in full at least seven days before sale of the unit is scheduled to occur all debts related to the household, including outstanding dues and other expenses.  If the outgoing household fails to satisfy this obligation, the Community shall be paid 125% of the owed amount from the proceeds of the sale of the dwelling. 
 
2-B Transfer of Shares of Community Property
If a replacement member is found for an outgoing member in accordance with the process and requirements described in Article VII Section 1 within one year of their departure, the Community will reimburse the leaving member 100% of the value of their share as described in Article V Section 3.  If no replacement is found within one year, the Community will reimburse the leaving member 75% of the value of their share.  In either case, these payments can be made in monthly payments over a maximum of 15 years, though a good faith effort would be made to pay back the full value of the share as quickly as possible without distressing the Community.  No interest would be added to the repayment of the share value. In the event of death, payment for the share would go to the deceased member’s heirs.
 
2-C Sale of a Dwelling
The members of the outgoing household may sell their dwelling to person(s) who have been approved for membership in the Community as described in Article VII Section 1.  The sale price will be as agreed on by the outgoing and incoming households. The community reserves the right to collect any outstanding debts owed to the Community by the outgoing members as described in Article VII Section 2-A.  If new member(s) are not found in a timely manner, other possible alternatives could be negotiated with the Community.
 
ARTICLE VIII – AMENDMENTS
These Bylaws, the Community Covenant and the Common Agreements may be altered or amended, in whole or in part by the consensus process described in Article IV of these bylaws. 
 
ARTICLE IX– DISSOLUTION
The corporation can be dissolved only by the consensus process for major decisions as discussed in Article IV Section 3.
 
In the event of dissolution, the consensus process for major decisions will also be used to decide distribution of community assets after payment of debts.
 
 
 
These Bylaws were approved by ________________on the _______ day of ___________, 200___


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