These are bylaws for a settlement, a group of people living in one location. When there are multiple settlements, their distances and the state of electronic communication may call for different control arrangements.

These bylaws are drawn for a cooperative. With its basic principle of one member, one vote, this seems to be the most natural form to use. Furthermore, there is clear law that a cooperative can select its members, and we want members who want to build skills and resources for getting to space on a sustainable basis. In Texas, cooperatives are nonprofit corporations, so those laws apply, and SEE is incorporated specifically under the Texas Cooperative Associations Act, the provisions of which take precedence over the more general nonprofit corporation law where they differ.

Normally, a cooperative is not significantly different from a business corporation in its control: the members elect a board of directors which runs the business. In a business corporation the votes are by shares while in a cooperative the votes are by person. But in both cases the control is handed over to a board of directors. This seems to be a historical result of difficulty of meetings, which resulted in meetings of shareholders being annual and a need for more frequent action to control the corporation.

By contrast, most intentional communities have frequent meetings since all the members live close together. Ganas has daily meetings! Weekly meetings are common; some households may well want to have weekly meetings. For the settlement, monthly meetings are written here on a trial basis. In such a framework, it is possible to aim for direct democracy.

In striving for a direct democracy, the bylaws presented here reduce the powers of the Board of Directors to a minimum and invest most of the powers directly in the members. In implementing a direct democracy, two considerations need to be kept in mind. The first involves decision-making: not everybody needs to be involved in every decision but there should be broad agreement on who will be making what decisions. Thus the actual work of the corporation should be accomplished through committees, officers, employees, and contractors. Second is accountability and openness: the work and records of any agent of the settlement should be open to inspection by any member.

The name of the association shall be Space Environments Ecovillage Cooperative, Inc.

The term of existence of the association is perpetual.

The purpose for which the association is incorporated is to engage in acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing housing and housing services on a cooperative basis, and to have and exercise all of the powers conferred on cooperative associations by the State of Texas.

The street address of the initial registered office is 350 North St. Paul, Dallas, Texas 75201, and the name of the registered agent is CT Corporation System.

The association is organized without shares.

Any surplus that develops during the conduct of the association's business will be distributed, on dissolution of the association, among these patrons who have been members or subscribers at any time during the six (6) years preceding dissolution, on the basis of patronage during that period or as a gift to any cooperative association or other non-profit enterprise that may be designated in the Articles.

The names and addresses of the directors who will manage the affairs of the association for the first year, unless sooner changed by the members are:

Eugenia Criss
2045 Brighton Street
Union, NJ, 07083

Dmitri Donskoy
23 High Ridge Hollow
Avon, CT 06001

William Gale
Essex Avenue
Maplewood, NJ, 07040

David Haber
162 Gay Street
Sharon, CT, 06069

Samuel Liebowitz
303 West 66th Street Apt. 15D East
New York, NY, 10023

The directors will not be liable to the association or its members for monetary damages for acts or omissions occurring in the performance of their duties as directors, except to the extent they are liable for:

(1) a breach of their duty of loyalty to the association and its members;

(2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

(3) an action from which the director or directors receive an improper benefit;

(4) an act or omission for which the liability of a director is specifically provided by statute.

An amendment to the articles may be proposed by a two-thirds vote of the board of directors or by petition of the members as provided in the bylaws. The secretary shall send notice of a meeting to consider an amendment to each member at the member's last known address, or shall post a written notice of meeting in a conspicuous place in all principal places of activity of the association. Either type of notice shall be accompanied by the full text of the proposal and by the text of the part of the articles to be amended, at least 30 days before the meeting.

The vote of three-quarters of all members of the association shall be required for the adoption of the amendment.

The names and addresses of the incorporators are:

Eugenia Criss
2045 Brighton Street
Union, NJ, 07083

Dmitri Donskoy
23 High Ridge Hollow
Avon, CT 06001

William Gale
Essex Avenue
Maplewood, NJ, 07040

David Haber
162 Gay Street
Sharon, CT, 06069

Samuel Liebowitz
303 West 66th Street Apt. 15D East
New York, NY, 10023

The association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the association) by reason of the fact that he is or was a director, officer, employee or agent of the association or is or was serving at the request of the association as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent permitted by either (1) any applicable law in effect on the date of incorporation of the association, or (2) any law which becomes effective during the existence of the association and which is applicable to it, including, but not limited to, and in accordance with Article 1396-2.22(A) of the Texas Non-Profit Corporation Act, as the articles now exist or may hereafter be amended.

Signatures:	_______________________________________
		Eugenia Criss


		_______________________________________
		Dmitri Donskoy

      
		________________________________________
		William Gale			      
            
 
		________________________________________
		David Haber
      				        

		_________________________________________
		Samuel Liebowitz

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, a notary public, in this day personally appeared Eugenia Criss, Dmitri Donskoy, William Gale, David Haber, and Samuel Liebowitz, known to me to be the persons whose names are subscribed to the foregoing documents and acknowledged that they executed the same for the purposes and consideration therein expressed.

Given by my signature and seal of office this ____ day of ____________________, A. D., 1998.

_______________________________________
Notary Public State of New York

Bylaws of Space Environments Ecovillage Cooperative, Inc.

The name of the cooperative is Space Environments Ecovillage Cooperative, Inc., referred to in these bylaws as the cooperative.

The purpose of the cooperative shall be as set forth in the Articles of Incorporation. More specifically, the cooperative shall provide housing and housing services to people who wish to engage in research into building settlements which will have long-term sustainability in locations which currently have few or no people inhabiting them, and facilitate such research. Additionally, the objectives of the cooperative will be: (1) cooperative service for the benefit of the members and of the consuming public; (2) affiliation or cooperation with other cooperative organizations of a like nature in the local community, the state, the nation, and other countries; (3) development and promotion of the cooperative ideal and an increased public understanding and appreciation of the housing and services and benefits associated therewith through educational activities.

Section 1. Eligibility.

A. Requirements:

1. Adult natural person. Membership in the cooperative is open to adult natural persons.

2. Support of long range goals. Membership is limited to those who wish to engage in research into the building settlements which will have a long term sustainability in locations which currently have few or no people inhabiting them.

B. Inapplicable criteria. Criteria of age (other than majority), sex, race, education, occupation, sexual orientation, physical ability, nationality, political opinion, or religious belief shall not be applied in considering a person for membership.

Section 2. Procedure to Become a Member

A. Eligibility. A person may become eligible for membership by filing an application, by the acceptance of the application by the cooperative, and by satisfying those other terms and provisions prescribed by these bylaws and the Board of Directors.

B. Application. Written application for membership will be made on the prescribed form, including acknowledgment of receipt and reading of the Articles of Incorporation, the Bylaws, the Procedures and Policies, and a sample Standard Residential Lease, copies of which will be provided to the person. Acceptance of an individual's application form will be by a majority of all members, or, if there are no members, by a majority of all directors.

C. Membership. A person eligible for membership may become a member by entering a membership contract with the cooperative and paying a Registration and Membership Fee.

1. Membership contract. The membership contract will commit both parties to covenants and arbitration.

a. Covenants. The contract will commit both parties to abide by the covenants of membership in the Articles, Bylaws, and Procedures and Policies.

b. Arbitration. Both parties will agree to arbitration before they shall resort to litigation.

c. Litigation. Both parties will agree that in the event of litigation, the venue will be the County of Bastrop, State of Texas, and that legal fees and court costs may be sought by the cooperative if it prevails.

2. Payment of Registration Fee. Payment of a Registration Fee of $25.00.

3. Payment of Membership Fee. Payment of at least 25.00 toward the purchase of a Membership Fee, the cost of which is $8,000.00. In exchange for such, a membership certificate shall be issued, and a record will be kept of the amount paid toward the full Membership Fee.

4. The Registration Fee must be paid in cash. Membership Fees may be paid for by:

a. Payments in lawful money of the United States;

b. Application of patronage refund;

c. Credit of debts due to the individual by the cooperative; or

d. Any combination of the above.

5. The following membership rights, privileges and restrictions will apply:

a. A member or family will be entitled to only one vote and that only after the member or family has fully paid one Membership Fee. The full $8,000.00 must be paid within a period of twenty four (24) months from the date of application. On failure to make such timely payment, the amount of the member's credit will, at the discretion of the Board of Directors, and after thirty (30) days' notice by registered mail to the member at the member's last known address, be refunded and the membership canceled. If a member cannot be located, the amount will be applied to the work of Committees of the Cooperative.

b. Each member's patronage refund will be credited to the member as payment on Membership Fee until the member has paid for same in full and, thereafter, the member's patronage refunds, if any, will be paid at least partially in cash unless the member gives other directions; provided, however, that the patronage refund will be paid in the manner and to the extent required by the Internal Revenue Code and Treasury Department Regulations to qualify for income tax deductions or exclusions for this cooperative.

c. The Board of Directors may, after written notice by first class mail, recall, for the amount paid toward the Membership Fee, the membership certificate and terminate the membership of any member who has failed to patronize or participate in the organizational activities of the cooperative for at least one (1) year.

d. For the purpose of this paragraph, "family" will be defined as those individuals living in one household as the single purchasing unit. Individuals wishing to be grouped in such purchasing unit must so inform the cooperative in writing. Nothing precludes each adult member of a family from becoming individual voting members of the cooperative.

e. Each person who becomes or remains a member of this cooperative after the adoption of this bylaw consents to include in his or her gross income for federal income tax purposes the amount of any patronage refund paid to him or to her by this cooperative by written notice of allocation (as defined in the Internal Revenue Code) except to the extent that such a patronage refund is not income to the member because (1) it is attributable to the purchase of personal, living, or family items or (2) it should be properly treated as an adjustment to the tax basis of property previously purchased. The term "patronage refund" as used in these bylaws will have the same meaning as that term is used in the Internal Revenue Code.

6. Membership Not Assessable. Membership certificates are nonassessable. No member of this cooperative may be liable for the debts of the cooperative beyond amounts credited toward or owing on membership.

7. Expulsion of Member. Eligibility for membership of a member may be revoked, and the member expelled for the following reasons, and on the following votes of members of the association voting at a regular or special meeting, provided that the member has been informed of the charges, in writing, at least ten (10) days in advance of the meeting. A member facing expulsion will be given the opportunity to be heard in person or through counsel at the meeting convened for that purpose.

a. Non payment of maintenance fees. Eligibility for membership may be terminated for the cause of non-payment of maintenance fees for 60 days unless a two-thirds vote of all members finds reason not to terminate the membership.

b. Violation of covenants. Eligibility for membership may be terminated for the cause of consistent or egregious violation of the covenants of membership as expressed in the Articles, Bylaws, Policies and Procedures, and Proprietary Leases, by a vote of six tenths of all members.

c. Non-fulfillment of expectation to support long term goals. Eligibility for membership may be terminated for the cause of consistent non-fulfillment of the expectation of support for the purposes of the cooperative over a period of at least a year, by a three-quarters vote of all members.

Section 3. Business Principles and Practices.

A. Governing Principles. The business of the cooperative will be conducted according to the following principles:
1. Democratic control. There will be one vote for each member. No voting by proxy is permitted.

2. Open membership. Membership is open to all acting in good faith without regard to age, sex, race, nationality, political opinion, or religious belief.

3. Limited dividends on capital. The Board of Directors shall set dividend amounts, if any. However, in accordance with Article 1396-50.01, Section 25 of the Texas Revised Statutes, investment dividends on membership shares, if earned and declared, will not exceed eight percent (8%) per year.

4. Patronage refunds based on purchases. The distribution of all patronage refunds will be in proportion to the individual patronage of the members.

5. Education and promotion. Funds will be provided for education and promotion.

6. Neutrality. The cooperative will be and remain neutral in all matters relating to religion and politics.

B. Fiscal Year. The fiscal year will be January 1 through December 31.

C. Reserves and Patronage Refunds.

1. Margins. It is the ultimate aim of this association to render services to its patrons at cost. In order to operate on a nonprofit and cooperative basis with respect to business done with or for patrons, and at the same time to insure solvency and financial stability of the association, adequate margins shall be withheld by the association on all transactions. Such margins shall, at all times, be subject to allocation to the patrons entitled thereto in the manner provided by law and in accordance with these bylaws. On all margins that are allocated the same shall be so allocated within such period of time as may be prescribed from time to time by the Internal Revenue Code and Regulations thereunder. At the same time, the Board of Directors may, in it discretion, cause to be issued either qualified or non-qualified notice of allocation by the association.

2. Reserves. From the margins retained by the association the Board of Directors, in its discretion, may create and authorize the establishment of reasonable reserves for necessary purposes. All capital reserves so established shall be allocated on the books of the association to the accounts of the various patrons on the basis of the amounts contributed by them to such reserves, and each patron to whom such allocation is made shall be given notice thereof. While the valuation reserves which are established need not be allocated, the records and accounts of the association shall be so kept as to afford a means of making accurate allocations of such reserves on the basis of the contributions thereto if such reserves are not needed for the purposes for which they were created.

3. Allocation of Reserves. Amounts of savings or margins retained by the association in capital reserves and allocated to the patrons shall have the same status as though they had been paid to the patrons in cash pursuant to a legal obligation to do so and the patrons had then furnished corresponding amounts of money to the association to be placed in such reserves. The association shall be obligated to repay such capital advances to the patrons making the same pursuant to the terms and conditions of these bylaws.

4. Annual Study of Reserve Accounts. The Board of Directors shall make a study of all reserve accounts following each annual audit and shall determine whether any of such reserves shall be retained, increased, reduced and/or revolved. Following such study the Board shall direct the disposition to be made of such reserves, make a record that action in the minutes of such Board meetings, and shall issue proper and necessary instructions pursuant thereto.

5. Revolving Reserve Accounts. Whenever it shall appear to the Board of Directors that an established reserve is adequate for its designated purpose, the Board of Directors may direct that said reserve be revolved in whole or in part by taking out such reserve whatever amount the Board may direct and pay the same to the patrons according to their allocated equities in the reserve. Such equities shall be revolved out of such reserve in the date order in which they were allocated. The amounts so revolved out of such reserve account may be replenished from margins retained during the current year's operations, which amounts so retained shall be allocated on the basis of the contributions of the patrons to such reserve.

6. Reducing Established Reserves. Whenever, in the discretion of the Board of Directors, conditions justify reducing an established reserve in whole or in part, the Board shall order such reduction and direct that the amount of such reduction be distributed to patrons according to their equities therein in the date order in which such equities were allocated.

7. Dividends or Patronage Refunds to Members. The annual net savings or margins resulting from the transaction of the business of the association in excess of the reserve fund requirements as provided above, shall be apportioned to and distributed among the patrons as a cooperative refund for the year, on a patronage basis, based on the net earnings of the cooperative for income tax purposes determined before the deduction of such distribution. Said cooperative refund shall be paid or credited to the account of the patron entitled thereto at least once each year.

8. Losses. In the event any department of the association suffers a loss and/or if the association shall suffer a net loss in its overall operations in any fiscal year, the Board of Directors shall have the full, complete and absolute authority to prescribe the manner in which such loss shall be handled.

D. Non-Liability of Members. Pursuant to Section 32 of the Cooperative Association Act, members of the cooperative are neither jointly nor severally liable for the debts of the cooperative.

E. Internal Disputes.

1. Negotiation. In the event of disputes between members of the cooperative and the cooperative or of disputes between members of the cooperative, the parties will negotiate in good faith in an effort to resolve the dispute.

2. Arbitration. If the dispute cannot be resolved by negotiation, the dispute will be submitted to arbitration before resort to litigation. If the need for arbitration arises, a mutually acceptable arbitrator shall be chosen by the parties to the dispute, who shall share the cost of the mediation services equally.

3. Litigation. If the dispute cannot be resolved by arbitration, litigation shall be brought in the County of Bastrop, State of Texas. Court costs and lawyer's fees may be sought by either party.

Section 4. Cessation of membership and repayment of membership fees

A. Voluntary withdrawal.
1. Option to Repurchase Certificate. If a member decides to withdraw from the cooperative, the member shall offer the Membership Certificate to the board of directors in writing and the directors may purchase it within 90 days of the notice by repaying the member the amount paid toward the membership fee above, provided a majority of all directors vote to do so.

2. Alternative Issuance of Membership Fee Note. If the board does not decide to repurchase the Membership Certificate within 90 days, then it will revoke the Membership Certificate, and a Membership Fee Note will be made to the person who has withdrawn for the amount of his or her equity in the Certificate.

B. Death of a member. If a member dies, then the board will revoke the Membership Certificate of the former member, and a Membership Fee Note made to the estate of the former member for the amount of his or her equity in the Certificate shall be issued.

C. Termination of Eligibility. If a member is expelled, pursuant to Section 2.C.7, the Membership Certificate will be revoked, and a Membership Fee Note made to the person whose eligibility has been revoked for the amount of his or her equity in the Certificate.

D. Pledge of Membership Certificate.

1. Non-interference with membership. A member may pledge his or her Membership Certificate to a lender without disqualifying himself or herself from membership. If pledged, the member will provide the cooperative with a copy of the loan contract. Policies and Procedures shall govern the handling of such membership should the member default on such loan.

E. Membership Fee Notes.

1. Interest. Membership Fee Notes will bear interest at four percent per annum, simple interest, payable at the end of each year, or when the note is redeemed.

2. Capital repayment. So long as Membership Fee Notes are outstanding, no use of new membership fees will be made other than to redeem the Membership Fee Note with the earliest date. No other payment on the principle of the Membership Fee Note will be made.

Section 1. Membership Control. The control of the cooperative will be vested in the membership.

Section 2. Common Practice for Physical Meetings

A. Child Care. The cooperative and parents of any children which do not attend the meeting will arrange for care of the children during the meeting at the expense of the cooperative.

B. Presiding Officer. The President, or in the President's absence, the First Vice President, will be the presiding officer, or will appoint another member to be the presiding officer.

C. Agenda. The presiding officer will prepare an agenda, including estimates of times, which will be posted so that all present can view the same. Before any other business items are scheduled, a review of the agenda will be scheduled. The agenda may be modified at any time.

D. Procedure. The presiding officer of a meeting will attempt to guide the meeting to a consensus. However, at the sole discretion of the presiding officer, Robert's Rules of Order (most recent edition) may be invoked for the conduct of the meeting.

Section 3. Meeting remotely.

A. Voice. Members may meet by conference telephone or similar communications equipment by means of which all members can participate, all participants can speak, and all participants can hear any speaker.

B. Other electronic means. Members may meet by other electronic means so long as all members can participate, all members can transmit their opinions, and all members can receive the transmissions of other members.

Section 4. Regular meetings.

A. Frequency. Regular meetings will be held monthly, and shall set the date and time of the next meeting.

B. Notice. Within 5 days after each meeting, the secretary will post a notice of the date, time, and place of the next meeting in a conspicuous place in all principal places of activity of the association, along with any motions proposed for consideration at that meeting, and the secretary will send such notice to any members possible by E-mail.

Section 5. Special meetings.

A. Calling special meetings. The secretary will give notice of a special meeting if one is called by the president, directors, or a petition of members.
1. President. The president may call a special meeting.

2. Directors. Any two directors may call a special meeting.

3. Members. On petition by ten percent of members delivered to the secretary, the secretary will call a special meeting.

B. Notice. At least ten (10) days prior to a special meeting, the secretary will send notice of a special meeting to each member at the member's last known address, or shall post a written notice of meeting in a conspicuous place in all principal places of activity of the association. The notice will state the motion which is the reason for the calling of the meeting as well as the time, date, and place of the meeting.

Section 6. Annual Meeting. Any business which is specified for an annual meeting will be presented to the March meeting of members.

Section 7. Quorum. At any membership meeting, the presence in person of ten (10) persons having voting rights, or such lesser number of persons as will equal fifty percent (50%) of all members having voting rights will constitute a quorum.

Section 8. Waiver of Notice. Whenever any notice is required to be given to any member, a waiver thereof in writing signed by the person, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a member at any meeting shall constitute a waiver of notice for such meeting except when the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 1. Number. The board of directors will consist of five directors.

Section 2. Election.

A. Term. The term of each director will be three years. The terms will be staggered so that no more than two expire in a given year. A director may succeed himself or herself.

B. Time of election. Elections at the Annual meeting of members will be held to replace directors whose terms are expiring. At the first annual meeting, directors will be elected with terms of one, two, and three years; one person will be elected for three years, then two people for two years and two for one year.

C. Nominations. Nominations will be presented by a nominating committee and taken from the floor. Nominees for director will all be members of the cooperative, provided there are at least five members of the cooperative.

D. Voting. Each member will cast one or two votes, as one or two directors are to be elected. The one or two nominees with the highest number of votes will be the new directors, as one or two directors are to be elected. The terms of the previous directors will not expire until their successors are elected.

E. Filling vacated directorships. If the position of a director is vacated for any reason before the end of the term, the position may be filled at a regular meeting of members by a vote of a majority of all members, or failing such action, a special meeting of members will be called and a vote by a majority of members present for one person shall be sufficient to elect the person as director. If there are no members of the cooperative, the remaining directors may fill the vacant position.

Section 1. Meetings of Directors shall be conducted pursuant to the same terms, conditions and procedures as those for Membership meetings under Article IV of these Bylaws.

Section 2. Quorum. At any directors meeting, the presence in person of three (3) persons having voting rights, or such lesser number of persons as will equal sixty percent (60%) of all directors having voting rights will constitute a quorum.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at a any meeting shall constitute a waiver of notice for such meeting except when the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 1. Designated officers. The officers shall be president, vice president, secretary, treasurer, auditor, and webmaster. The president and the treasurer shall be different people. The president and secretary shall be different people. The treasurer and the auditor shall be different people. The secretary and the auditor shall be different people. Members of a family shall be considered the same person for purposes of this section.

Section 2. Election.

A. Annual meeting. Officers will be elected by the members at the annual meeting for a term of one year. Officers may serve sequential terms.

B. Replacement. An officer may be replaced at any regular meeting by a majority vote of all members.

Section 3. Resignation. Any officer may resign at any time by giving written or electronic notice to the members. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein.

Section 4. Vacancies. Any vacancy of an office shall be filled by the members at the next Monthly Meeting.

Section 5. Duties of President.

A. Presiding officer. The President shall be the presiding officer at meetings of the cooperative, or appoint another person as the presiding officer for a specific meeting.

B. Sign for cooperative. Except as otherwise provided by law, or by these Bylaws, the President shall, in the name of the cooperative, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time-to-time be authorized by the members. The President and Treasurer shall both sign checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the cooperative.

Section 6. Duties of Vice-President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to all restrictions on the President.

Section 7. Duties of Secretary.

A. Keep legal documents. The secretary shall keep on file at all times a true copy of the Articles of Incorporation, Bylaws, and Policies and Procedures of the cooperative, containing all amendments thereto. Records kept will also include copies of all standard legal forms used by the cooperative, including the Proprietary Lease. Minutes of all meetings will be kept.

B. Keep membership records. The secretary shall keep a list of the names, and last known e-mail addresses, post office addresses, and telephone numbers of each person who has been eligible for membership, a holder of a Membership Certificate, a holder of a Membership Fee Note, or a holder of a Proprietary Lease. A log will be kept of all people who have become eligible for membership, had eligibility for membership revoked, become a holder of a Membership Certificate, had a Membership Certificate canceled, become a holder of a Membership Fee Note, ceased being a holder of a membership Fee Note, become a holder of a Proprietary Lease, or ceased being the holder of a Proprietary Lease, along with the date of such action.

C. Make records available. The secretary shall make available, at reasonable times, to any member any of the legal records kept, and will provide to the Auditor monthly machine readable copies of membership records.

D. Give notice. The secretary will see that notices for all cooperative and committee meetings are duly given in accordance with the provisions of these Bylaws or as required by law.

E. Keep seal. Be custodian of the seal of the cooperative and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the cooperative.

Section 8. Duties of Treasurer

A. Custody. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the cooperative, and deposit all such funds in the name of the cooperative in such banks, trust companies or other depositories as shall be selected by the Treasurer with the approval of the President.

B. Receive funds. The treasurer shall receive, and give receipt for, moneys due and payable to the cooperative from any source whatsoever.

C. Keep accounts. The treasurer shall keep and maintain adequate and correct accounts of the cooperative's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

D. Prepare financial reports. The treasurer shall prepare, or cause to be prepared, the financial statements to be included in any required reports, and shall exhibit, at reasonable times, the books of account and financial records to any member of the cooperative, on request thereof.

E. Prepare duplicate copies. The treasurer will prepare duplicate copies of all financial transactions in machine readable form monthly, and will deliver these copies to the Auditor.

F. Sign checks. The President and Treasurer shall both sign checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the cooperative.

Section 9. Duties of the Auditor

A. Duplicate records. The auditor will keep the copies of the financial transactions provided by the treasurer and the secretary in a separate building from the primary records.

B. Review reports. The auditor will review any required reports.

Section 10. Duties of the Webmaster. The webmaster will prepare an electronic web site, accessible to any member, containing copies of the Articles, Bylaws, Policies and Procedures, and standard Proprietary Lease. In cases of difference between the copy on the site and the original kept by the secretary, the original shall be controlling. Copies of other records may be kept on the web site. Records or copies of legal documents will only be available to the general public by vote of two-thirds of all members.

Section 11. Compensation. The officers of the cooperative shall receive no compensation.

Section 12. Indemnification, and Hold Harmless of Officers. The officers of the cooperative shall be defended, released, indemnified and held harmless by the cooperative to the fullest extent permissible under federal and state law.

Section 13. Bonds of officers. The treasurer and any other officer or agent of the cooperative charged with responsibility for the custody of any of its funds or property may be bonded in such sum and with such surety sufficient for the amount of funds handled by such person. Such amount may be approved by a two-thirds vote of all members. The cooperative will pay the costs of such bonds.

Section 1. Creation. The cooperative shall have such permanent, standing or limited term committees as may from time-to-time be designated by a majority vote of all members.

Section 2. Duration. The motion to form a limited term committee will state its duration which shall not exceed one year. A limited term committee may not be renewed, but a standing committee for the same purpose may be established.

Section 3. Procedures. Committees shall serve pursuant to the policies and procedures established by the Board of Directors and membership.

Section 1. Insurance.

A. Liability insurance for agents. Except as may be otherwise provided under provisions of law, the members may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any officer or other agent of the cooperative against liabilities asserted against, or incurred by, the officer in such capacity, or arising out of the officer's status as such, whether or not the cooperative would have the power to indemnify the officer against such liability under these Bylaws or provisions of law.

B. Multi-peril insurance. The cooperative will diligently seek such multi-peril insurance as is commonly carried by owners of apartment buildings in Bastrop County, Texas at a rate acceptable to three-quarters of the members of the cooperative, and if available, will carry such insurance.

Section 1. Regular meetings. The Treasurer shall report income, expenses, and cash on hand at each regular meeting.

Section 2. Annual meetings. The Treasurer shall submit a written report to the annual meeting which will, in accordance with Section 35 of the Texas Cooperative Association Act include (1) a balance sheet and income and expense statements, and (2) the number of members, the number of members who were admitted and who withdrew during the year, and the amount of membership fees received. The Auditor shall report on the quality of the annual report and the bookkeeping system.

Section 3. Annual Report. If the association has 100 or more members or $20,000 of revenue during the year, an annual report shall be written by the Secretary and the Treasurer as required by Section 36 of the Texas Cooperative Association Act.

Section 1. Proposal. Dissolution may be proposed by vote of two-thirds of all members, or if there are no members, by vote of two-thirds of all directors. A special meeting of members, or if there are no members, a special meeting of directors, will be called to consider such action. The secretary shall send notice of a meeting to consider dissolution to each member at the member's last known address, or shall post a written notice of meeting in a conspicuous place in all principal places of the association. Either type of notice shall be accompanied by the full text of the proposal at least thirty (30) days before the meeting.

Section 2. Vote. The cooperative may be dissolved by a two-thirds (2/3's) vote of a quorum of members at the special meeting, or by vote of two-thirds of the directors if there are no members.

Section 3. Disposition of assets. In the event of dissolution or liquidation, priority of sale of corporate property will be given to any members living on the property in but not living in mobile homes. The price for such a sale will be no less than ninety percent (90%) of an independently assessed value of the property. If there is more than one such member or family, a sealed bid auction with minimum price at ninety percent (90%) of an independently assessed value as the minimum bid. Upon dissolution or liquidation, all legal debts of the cooperative shall first be paid according to their respective priorities. The holders of credits in the revolving fund will then be paid the amount of their credits in such fund. Holders of membership in the cooperative will then be paid an amount equal to the membership fee that they paid in order to acquire membership in the cooperative. Any remainder of such property will be distributed among the patrons who patronized the cooperative during the six (6) fiscal years immediately preceding dissolution on the basis of their respective patronage as shown by the records of this organization.

Section 1. Proposal of amendment to Bylaws. An amendment to the Bylaws may be proposed by a majority of all directors or by petition of a quarter of the members of the cooperative. The secretary shall send notice of a meeting to consider an amendment to each member at the member's last known address or to an apparently functioning email address, or shall post a written notice of meeting in a conspicuous place in all principal places of the association. Either type of notice shall be accompanied by the full text of the proposals and by the text of the part of the Bylaws to be amended, at least thirty (30) days before the meeting.

Section 2. Vote on amendment to Bylaws. The affirmative vote of three-quarters (3/4's) of all members shall be required to amend these Bylaws.

Section 1. Indemnity for Expenses and Liability. Every director, officer, agent and employee of the association and every person (even if they are not a director, officer, agent or employee of the association) who is or was serving at the request of the association as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise (collectively the "indemnified persons or person"), shall be indemnified by the association against all judgments, penalties (including excise and similar taxes), fines, liabilities, amounts paid in settlement, and reasonable expenses, including attorney's fees actually incurred by or imposed upon him or her in connection with any proceeding (as hereinafter defined) to which he or she was, is or is threatened to be made a party, or in which he or she may become involved, by reason, in whole or in part, of being or having been a director, officer, agent or employee of the association, or is or was serving at the request of the association as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan of other enterprise ("functionary position"), whether or not he or she occupies such position at the time such expenses are incurred, to the maximum extent allowed by law, including common law, and the provisions of Article 1396-2.22(A), Texas Non-Profit Corporation Act as it now exists or may be hereafter amended or replaced.

"Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

Section 2. Reimburse Expenses. The association shall pay or reimburse expenses incurred by or on behalf of an indemnified person in connection with a proceeding in advance of the final disposition of the proceeding to the maximum extent allowed by the provisions of Article 1396-2.22(A), Texas Non-Profit Corporation Act, as it now exists or may hereafter be amended or replaced.

Section 3. Power to Purchase Insurance. The association shall have the power to purchase and maintain insurance on behalf of any indemnified person to insure against any liability or expense asserted against him and incurred by him in any such capacity, or arising out of his status as such a person, whether or not the association would have the power to indemnify him against such liability under the provision of Article 1396-2.22(A), Texas Non-Profit Corporation Act.

Section 4. Continuing Offer, Reliance. The provisions of this Article XIII of these Bylaws are for the benefit of, and may be enforced by, each indemnified person as a contract with the association for valuable consideration and constitute a continuing offer to all present and future indemnified persons. The association, by the adoption of this Article XIII agrees that each present and future indemnified person has relied upon and will continue to rely upon the provisions of this Article XIII in accepting, serving or continuing to serve as a director, officer, agent, employee, or other functionary position at the request of the association.

Section 5. Effect of Amendment. No amendment, modification or repeal of this Article XIII of these Bylaws or any provision hereof by the association shall in any manner terminate, reduce or impair the right of any indemnified person, nor the obligation of the association to indemnify any such indemnified person under and in accordance with the provisions as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matter occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may be asserted.

Section 6. Invalidity. The invalidity or unenforceability of any provision of this Article XIII shall not affect the validity or enforceability of any other provision hereof.

Section 7. Heirs and Assigns. The rights and obligations of indemnity and reimbursement provided by this Article XIII shall be binding upon and inure to the benefit of the indemnified persons and the association and their respective heirs, successors, legal representatives, executors and assigns.

Section 8. Cumulative. The foregoing right of indemnification and reimbursement shall be in addition to and not exclusive of all other rights to which such indemnified persons may be entitled including any indemnification or reimbursement which may be provided by the Articles of Incorporation or by resolution adopted by the Board of Directors of the association, provided that the indemnified person shall not in the aggregate be indemnified or reimbursed for more expenses or liabilities than actually incurred.

contact the webmaster: Dmitri Donskoy Last modified: Tuesday, December 1, 1998

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