BY LAWS of COMMON GROUND, INC.
ARTICLE I GENERAL
Section 1 Name
The name of the corporation is Common Ground, Inc.
Section 2 Purposes
The purposes of the corporation are:
- To help persons establish themselves on land where they, in cooperation with others, will use the land in such a way as to conserve, protect, and in so far as they are able, to improve the environment and its resources for themselves and future generations;
- To accept persons into membership who agree to support the principle of retaining for community any unearned increment in the market value of land;
- To educate and inform ourselves and others, through such means as practical demonstrations, study groups, workshops, and publications, to the ecological use of the environment, land trust theory, construction, homesteading, and any skills or knowledge members may possess or have access to;
- To cultivate an intellectual and aesthetic community, encouraging cultural experience in all the arts and religions;
- To foster a non violent, cross cultural, non sectarian approach to the world’s problems and to their solution through cooperation; and
- To cooperate and coordinate with the near and broader community, the above activities.
Section 3 Office
The principal office of the corporation shall be in Rockbridge County, near Lexington, Virginia.
ARTICLE II DECISION MAKING
Section 1 Consensus
- The consensus method will be used to arrive at decisions. Consensus is a process of reference to and caring for one another, with full respect for individual differences with an end toward the achievement of a unity in decision making which reflects the relationships of individuals to one another and to the issue at hand.
- Every reasonable effort shall be made to hear and accommodate every point of view, but when it becomes clear to all members present that an accomodation cannot be made and a decision must be made there will be a subsequent meeting in which, if consensus again cannot be reached, then a third meeting will be required that will bring the matter to a vote where two thirds vote of the entire membership at a membership meeting shall prevail except where otherwise stated in the by-laws. The above shows our intention that voting is to be used only as a last resort.
- These provisions shall be in effect for all decisions of the corporation except as otherwise provided in these By Laws.
ARTICLE III MEMBERS
Section 1 Resident members.
Any person(s) may be voted into membership by consensus of the entire membership, or, upon failing that then by a three quarters vote of the entire membership at any regular or special membership meeting.
Membership shall be required for any person(s) to acquire from the corporation (by lease or other conveyance of limited duration) a residential interest in land in which the corporation has retained an interest or interests.
Section 2 Voting rights.
Any resident member who shall have signed a Membership Statement and shall have attained the age of 18 shall be entitled to one vote.
Section 3 Meetings
- Annual meeting.
- Time and place. The annual meeting of the membership shall be held during the month of January and at such place and time as the Board of Directors may select and notice thereof shall be afforded each of the voting members of the corporation not less than ten days prior thereto. In default of such selection, the annual meeting of the membership shall be held on the third Saturday following New Year’s Day of each year at the office of the corporation.
- Business. At the annual meeting of the membership:
- The President shall report on the affairs of the corporation;
- The Treasurer shall report on the financial condition of the corporation;
- The members shall conduct such business as may properly come before them; and
- At the first annual meeting of the membership following incorporation, the members shall elect by majority vote two persons to serve as members of the Board of Directors (hereinafter called Stewards) for a term of one year, two persons to serve as Stewards for a term of two years, and two persons to serve as Stewards for a term of three years and, at each subsequent annual meeting of the membership, the members shall elect by majority vote two persons to serve as Stewards of the Board of Directors for a term of three years. When voting is necessary it shall be by secret ballot.
- Regular meetings. Regular meeting of the membership may be held at such times and places as the membership may establish at the annual meeting or at any regular meeting.
- Special meetings. At the direction of three Stewards of the Board of Directors or one third of the members of the corporation, the President and Clerk shall call a special meeting of the membership and notice thereof shall be afforded each of the members of the corporation not less than ten days thereto. At a special meeting of the membership, only those matters for which the meeting was called, as stated in the notice of the meeting, may be acted upon by the membership.
Section 4 Function.
The membership meetings shall:
- Adopt the agenda of its meetings;
- Establish corporation policies and objectives within the purposes of the corporation;
- Elect the Stewards of the Board of Directors;
- Adopt the annual budget at the Annual Meeting;
- Establish community fees at the Annual Meeting;
- Enact all such measures, which are not in conflict with the Articles of Incorporation or these By Laws, as may be necessary to achieve the purposes of the corporation;
- Unanimously approve the use of any interest or interests the corporation has in improvements or personal property as collateral for indebtedness; and
- Approve any right to use the land by consensus or, upon failing that, then by a three fourths vote of the entire membership.
Section 5 Quorum.
A majority of the members entitled to vote shall constitute a quorum for any meeting.
Section 6 Review.
Votes of or actions by the Board of Directors are subject to the review of the membership at any membership meeting by voting members. A three fourths vote of the entire membership shall be required to nullify any votes or actions of the Board of Directors.
Section 7 Revocation of Membership.
Membership may be revoked at anytime under conditions as set forth in the member’s sub lease. [Amended 01/20/90, see Article VII.]
ARTICLE IV BOARD OF DIRECTORS
Section 1 Initial Board of Directors.
The initial Board of Directors are listed in the Articles of Incorporation.
Section 2 Successor Board of Directors.
- Size. The Board of Directors shall consist of six members.
- Composition. The members of the corporation shall elect six Stewards from the membership for staggered three year terms.
- Vacancy. If any Steward on the Board of Directors shall vacate that office, for any reason, before the expiration of his or her term, the voting members of the corporation shall, at the next membership meeting,elect a member to succeed him or her for the balance of the term.
- Term of office. The term of office of a Steward of the Board of Directors shall commence at the next meeting of the Board of Directors following the time of election. Each Steward shall serve for a term of three years, and until their successors are chosen, except as specifically provided for in these By Laws.
Section 3 Duties.
The Board of Directors shall:
- Be responsible for the general management of the affairs of the corporation. The Board of Directors shall be the ad interim representative of the corporation between membership meetings. They shall not determine policy though they may recommend policy to the membership from time to time as they deem advisable.
- Determine the compensation and duties (in addition to those imposed by law and by these By Laws) of the officers, employees, and agents of the corporation. However, no compensation beyond Board meeting expenses shall be given for attendance at meetings of the Board of Directors.
- Elect all officers of the corporation annually. Though officers need not be members of the Board of Directors, they shall be members of the corporation. Such non Board of Directors officers shall not vote in Board of Directors meetings, but shall have full discussion privileges.
- Cause an annual audit to be performed.
Section 4 Powers.
The Board of Directors may:
- Created such offices in addition to those created in these By Laws as it may determine to be necessary and/or desirable for the conduct of the affairs of the corporation;
- Appoint persons to fill such offices, establish the term of service, duties and compensation, if any, of such persons and discharge such persons;
- Create and abolish such committees as it may determine to be necessary and/or desirable for the conduct of the affairs of the corporation;
- Appoint the chairperson(s) and member(s) of any committee(s) so created; (All committee meetings are open to members.)
- Borrow assets and issue promissory notes;
- Convey the right to use the surface and so much of the subsurface of any land of the corporation for residential or related purposes and/or convey the right to develope the surface and so much of the subsurface of any land of the corporation for agricultural purposes to be pursued in an environmentally responsible manner as the Board of Directors may determine to be in the best interests of the community, but the decision to make such a conveyance shall require consensus of the entire membership; failing that a three fourths vote of the entire membership is required.
Section 5 Meetings.
- Annual Meeting. The Annual meeting of the Board of Directors shall be held immediately following the Annual Membership Meeting. At the Annual meeting of the Board of Directors:
- The Board of Directors shall elect officers for the coming year, with the previous President presiding;
- The Board of Directors shall conduct such business as may properly come before it, with the in coming President presiding.
- Regular meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall establish at the Annual meeting or at any regular meeting and a week’s notice thereof shall be required.
- Special meetings. The President, Vice President, Treasurer, or any three Stewards may call a special meeting of the Board of Directors and notice thereof shall be given each of the members of the Board of Directors not less than one day prior thereto. At a special meeting of the Board of Directors, only those matters for which the meeting was called, as stated in the notice of the meeting, may be acted upon by the Board of Directors unless all of the Stewards are present at the meeting and all shall consent to take action on other matters.
Section 6 Quorum.
A majority of the members of the Board of Directors then in office shall constitute a quorum.
Section 7 Action in lieu of meeting.
The Board of Directors may take any action(s) which it might lawfully take at any meeting of the Board of Directors in the absence of such a meeting but with the same effect as if adopted or taken at such a meeting by causing a written statement of the action to be entered into the records of the corporation with the signatures of all the Stewards of the Board of Directors then in office.
Section 8 Removal.
The Board of Directors may remove a Steward at any time by the affirmative vote of a three fourths majority of the Board of Directors but, for the purpose of determining whether or not a three fourths majority of the Board of Directors has so voted, the vote of the Steward the removal of whom is being decided upon shall not be counted. The removal shall not affect the status of that person as a member of the corporation.
ARTICLE V OFFICERS
Section 1 Designation.
The executive officers of the corporation shall include a President, a Vice President, a Treasurer, and a Clerk. One person may hold no more than one executive office.
Section 2 Duties of the President.
The President shall:
- Preside, or appoint a Chairperson to preside, at all of the membership meetings and meetings of the Board of Directors;
- Supervise the activities of the Clerk of the corporation in the conduct of that office;
- Oversee the day to day operations of the corporation;
- Be an ex officio member of every committee, without vote; and
- Perform such other duties as the Board of Directors may direct.
Section 3 Duties of the Vice President.
The Vice President shall:
- Act for the President in the absence or in the event of the disability of the President; and
- Perform such other duties as the Board of Directors or the President may direct.
Section 4 Duties of the Treasurer.
The Treasurer shall:
- Have custody of the funds of the corporation;
- Deposit all money of the corporation to the credit of the corporation in such depositories as the Board of Directors may designate;
- Maintain all assets of the corporation other than money in the name of the corporation;
- Disburse such funds of the corporation as the Board of Directors may order and/or authorize and, if required, take proper vouchers for such disbursements;
- E. Keep full and accurate accounts of receipts and dis bursements in books of the corporation maintained for that purpose;
- Render an accounting of his or her transactions as Treasurer and of the financial condition of the corporation to the Board of Directors, the membership at the Annual Meeting, and whenever the Board of Directors and a membership meeting may require;
- If required by the Board of Directors, give the corporation a bond paid by the Board of Directors in a sum and with one or more sureties satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the corporation, in the event he or she shall vacate the office of Treasurer, for any reason, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control that may belong to the corporation; and
- Perform such other duties as the Board of Directors may impose.
Section 5 Duties of the Clerk.
The Clerk shall:
- Record and maintain custody of the records of the discussion of and the action taken on all issues coming before membership meetings and meetings of the Board of Directors;
- Give notice or cause notice to be given of all membership meetings and meetings of the Board of Directors; and
- Perform such other duties as the Board of Directors or the president may impose.
Section 6 Tenure.
The officers of the corporation, unless removed as here in after provided for, shall hold office for one year and there after until their successors are chosen.
Section 7 Removal.
The Board of Directors may remove any officer at any time by consensus, but requiring only the affirmative vote of a three fourths majority of the Board of Directors but, for the purpose of determining whether or not a consensus or a three fourths majority of the Board of Directors has so voted, the vote of the officer (if such officer shall also be a voting member of the Board of Directors) the removal of whom is being decided upon shall not be counted. If the person so removed is a voting member of the Board of Directors, the removal shall not affect the status of that person as a member of the Board of Directors.
ARTICLE VI MISCELLANEOUS PROVISIONS
Section 1 Proxy voting.
There shall be no proxy or power of attorney voting.
Section 2 Inspection of records.
Any member of the corporation, either in person or by his or her agent or attorney, may inspect the books and records of the corporation for any purpose at any reasonable time and under reasonable conditions of supervision.
Section 3 Fiscal year.
The fiscal year shall be February 1, to January 31.
Section 4 Notice.
Whenever, pursuant to the provisions of these By Laws, notice is required to be given to any voting member, Steward, or Officer, such notice shall be given in writing either personally or by mail and such notice shall be deemed to be given at the time when it shall be so delivered or mailed.
Section 5 Disposition of corporate assets in the event of dissolution.
In the event that the corporation is dissolved and the members do not distribute the corporate assets within 6 months of dissolution the assets will become the property of the owning community land trust.
Section 6 Amendments.
Except as here in after otherwise specifically provided for, these By Laws may be altered or amended, in whole or in part, by the vote of a three fourths majority of the entire membership at an Annual Meeting, provided notice of a proposal to alter or amend the By Laws shall be afforded each of the voting members of the corporation not less than ten days prior to the meeting preceding the Annual Meeting at which it is proposed to take such action, and provided that an opportunity for discussion of the amendment has been given at the meeting preceding the Annual Meeting at which the vote is to be taken.
Anything here in before to the contrary not with standing, however, the provisions of Section 5 of Article VI of these By Laws relating to the disposition of the assets of the corporation in the event of the dissolution of the corporation may not be amended.
Section 7 Additional Rights
Both Members and Directors are advised that they may have specific rights not mentioned in these By laws under the Code of Virginia section 13.1 et seq.
[The By-laws were amended January 20, 1990 by adding the following article:]
ARTICLE VII EXPULSION
It is anticipated that from time to time there will be disagreements between members, which if can’t be worked out in the process of normal interaction would first go to mediation and then arbitration before resorting to the following Expulsion process.
Any member may be expelled for conduct sufficiently detrimental to the welfare or safety of the Community or another member in the following manner:
- A specific charge may be brought by any member by stating the charge in a petition to the Secretary of the Community.
- The Secretary shall transmit a copy of the petition first to the person charged and then to all other members within 3-days.
- Members wishing to see the expulsion process continue shall sign the petition and return it to the Secretary within 30 days.
- If one-third of the Members signed the petition a Special Committee shall be appointed within 7 days. The special committee shall consist of one person chosen by the member charged, one person chosen by the member making the charge, and one person chosen by the first two. All Special Committee members shall be members of the Community.
- The Special Committee shall hold a fair hearing within 2 weeks of its appointment, at which time each side shall be given an opportunity to be heard and present any evidence. The member charged may appear in person or be represented by someone who is either a member or non-member of the Community.
- Within one week of the hearing the Special Committee shall issue a written recommendation by consensus or failing that by majority vote, with each member of the Committee stating how he or she voted and why. This full report shall be given to the Secretary who shall transmit a copy to each Member of the Community.
- If the Special Committee recommends expulsion, the Secretary shall schedule a special Membership meeting no sooner than 7 but no later than 14 days after the Report.
- At the special Membership meeting both sides shall have an opportunity to present their case. The member being charged may be represented by a person who is member or non-member. A vote of three-fourths of the entire membership, not counting the vote of the member being charged, shall be required to expel a member.