WALNUT STREET COOPERATIVE

BYLAWS

1.10. Name: The name of the cooperative corporation is Walnut Street Cooperative, also referred to herein as "the Cooperative."

1.20. Vision: The vision of the Cooperative is to create a sustainable society where people are cooperatively living, learning, and working together.

1.30. Mission: The mission of the Cooperative is to provide a dynamic model of affordable, ecologically responsible urban cooperative living that serves its community and the healthy transformation of the society around it. We seek to create a fertile ground for mutual support, shared activities, deepening knowledge of ourselves and of group process, and a sense of loving connection. We want to actively serve others as an inspirational model of living and working together to create community and social change, among ourselves and with the people of the Eugene area and beyond.

1.40. Values: The Cooperative seeks to promote the values of cooperation, community, communication, democracy, ecological sustainability, fairness, personal awareness, and collective intelligence.

2.10. Member: A person who:
(a) has been living at Walnut Street Cooperative for at least 6 months;
(b) has been accepted as a member by a Full Input Member Decision;
(c) has signed a valid Membership Agreement and is upholding the terms of that agreement;
(d) has not been expelled or voluntarily terminated their membership;
(e) is currently residing at Walnut Street Cooperative property.

Members are entrusted with and responsible for the long-term welfare of the Cooperative. They are entitled to full participation and share legal authority and responsibility for making all decisions on behalf of the corporation, including the right to block consensus on a decision. They also have equity and other financial rights and responsibilities that renters do not have.

2.15. Renter: A person who:
(a) has been accepted as a Resident by a Full Input Resident Decision;
(b) has signed a valid Rental Agreement and is upholding the terms of that agreement;
(c) has not been expelled or voluntarily terminated their residency;
(d) has paid fees as described in the Rental Agreement; and
(e) is residing at Walnut Street Cooperative property.

They are entitled to full participation in decisions on the day-to-day operations of the household and on who moves in, including the right to block consensus on a decision. On decisions about Bylaws, expulsion, and on decisions related to long-term management of the house as a capital asset, they are encouraged to give input on the decision but may not block consensus.

2.20. Resident: Any Member or Renter at Walnut Street Cooperative.

2.25. Co: A gender-neutral pronoun, equivalent to her/him and she/he.

2.30. Consensus: The process used to make decisions, wherein all participants must consent before action is taken. The spirit of consensus includes a shared understanding of why it makes sense to move ahead with a particular proposal. The process seeks to synthesize the wisdom of the group to produce the highest quality decision possible.

2.32. Support: A term used in the consensus decision-making process for those who agree with and support a proposed decision.

2.34. Stand Aside: A term used in the consensus decision-making process to describe the action of those who are willing to let the group (including themselves) go forward with a proposed decision, but find themselves significantly not in alignment or holding substantial concerns about the proposed decision.

2.36. Block: A term used in the consensus decision-making process by someone who feels called to stand in the way of a proposed decision because co believes the group is making an extremely unwise, irresponsible, or immoral decision, or one in conflict with the basic purpose for the group's existence.

2.38. Vote: Any time a Resident agrees with and supports, stands aside from, or blocks a proposal using the consensus process.

2.40. Membership Meeting: A meeting open to all Walnut Street Cooperative Members at which decisions regarding membership, purchase of property, changes in Bylaws, expulsions, and any other matters which the membership deems important may be made.

2.45. Residents Meeting: A meeting open to all Walnut Street Cooperative Residents.

2.50. Special Meeting: Any meeting that takes place not at the usual time, with less than 3 days notice.

2.55. Regular Consensus Decision: A decision reached by the consensus process by a quorum of Residents at an appropriately posted Residents or Membership Meeting. Only those Residents at a meeting have authority to make regular consensus decisions on behalf of Walnut Street Cooperative. In this type of decision, Residents not present at the meeting need not be consulted.

2.60. Full Input Member Decision: A decision reached by the consensus process of a quorum of the Members at a Membership Meeting on which all Members not present at that meeting will be given an opportunity to offer input if possible.

2.65. Full Input Resident Decision: A decision reached by the consensus process by a quorum of Residents at an appropriately posted Residents Meeting on which all Residents not present at that meeting will be given an opportunity to offer input if possible.

2.70. Expulsion Decision: A decision made by the Members, used exclusively for issues related to expulsion.

2.80. Walnut Street Cooperative Property: Any land, buildings, or common material possessions that are owned, rented, or leased by the Walnut Street Cooperative .

2.85. Residing at Walnut Street Cooperative Property: An individual is considered to be residing at Walnut Street Cooperative property when they are sleeping an average of at least two nights a week over a ten-week period at Walnut Street Cooperative property, have most of their belongings at Walnut Street Cooperative property, and are upholding responsibilities to the Cooperative that they have agreed to; or when a Full Input Resident Decision is made declaring the person to be residing at Walnut Street Cooperative.

2.90. Personal Living Area: An area Walnut Street Cooperative has agreed to designate as a specific individual's personal living space.

3.05. Principle. The basic expectation underlying the governance of Walnut Street Cooperative is that people have the right to participate in decisions that affect their lives.

3.10. Governing Body. Walnut Street Cooperative shall be run by the Residents. Positions include Facilitator (President), Notetaker (Secretary), and Treasurer. Additional positions may be created as necessary. Length of service for these positions will be determined by the Residents.

3.15. Decision-Making Authority. Decisions reserved to the Members are those dealing with membership, disposition and acquisition of assets, Bylaws, Articles of Incorporation, leaves of absence, expulsion, dissolution and any other matters which the Members deem necessary to decide upon. Responsibility for other decisions, including new residents, household jobs, ongoing policies, and other matters pertaining to the day-to-day operations of the household, rests with all of the Residents (Renters and Members).

3.20. Membership Meeting: A meeting open to all Walnut Street Cooperative Members at which decisions regarding membership, purchase of property, changes in Bylaws, leaves of absence, expulsions, and any other matters which the membership deems important may be made. Renters may attend Membership Meetings as observers with permission from all of the Members in attendance.

3.25. Residents Meeting. A meeting open to all Walnut Street Cooperative Residents at which decisions are made on new Residents, policies related to ongoing operations, household jobs and responsibilities, and any other matters related to the day-to-day needs of Walnut Street Cooperative.

3.30. Full Input Member Decision. The following decisions must be made by a Full Input Member Decision: expenditures or taking on of debt of $500 or more, accepting new Members, amending the Articles of Incorporation or the Bylaws, granting leaves of absence, and dissolving the corporation.

3.35. Full Input Resident Decision. This type of decision will apply in the cases of: (1) policies (ongoing rules and regulations) of Walnut Street Cooperative; (2) decisions regarding who is invited to move in as a Resident at Walnut Street Cooperative.

3.40. Full Input Decision Contact Procedure. Before a final decision is made on an issue that requires a Full Input Member Decision or a Full Input Resident Decision, the people present at the meeting must make a reasonable attempt to contact each person not present and to ask them for input on the proposed decision. An attempt will be made to engage with absent Members or Residents (respectively) on such a decision as much as is practical. A person who is away may request that the decision be delayed until their return; the granting of such a request is at the discretion of other Members or Residents (respectively).

3.45. Expulsion Decision. A decision made by the Members, used exclusively for issues related to expulsion. The individual Resident(s) whose expulsion is being considered are excluded from this meeting unless the Members unanimously agree to have such persons present. No Resident may block consensus on a decision related to their own expulsion. Renters will be consulted for input prior to the decision, but they do not have the right to block consensus on an expulsion decision. An attempt will be made to engage with absent Members, but if their input is unavailable, the other Members may move forward with the decision.

3.50. Conflict Resolution. Conflicts that significantly affect the quality of life at Walnut Street Cooperative are the legitimate concern of any or all of its residents. If the Cooperative has been unable to resolve a conflict for a period of 30 days, the Cooperative will hire a professional facilitator or mediator to assist in conflict resolution unless there is consensus on a different solution. If the conflict is still not resolved within an additional 30 days after that, the parties will use Arbitration unless there is consensus on a different solution. The costs of Arbitration will be borne equally by the parties involved.

3.55. Mediation. Residents will make themselves available for conflict resolution on personal matters between Residents at the request of any Resident, within three days of the request (or within three days of returning home, if away at the time of the request).

3.60. Proxy. Any Resident that does not attend a meeting may submit their thoughts or feelings about a matter by dating and signing a written statement and leaving it with the facilitator in advance of a meeting. The Residents at the meeting are expected to consider that input, but are not required to follow it. Blocking by proxy is not permitted.

3.65. Quorum. Sixty percent of the Residents constitutes a quorum for decision-making at any Residents Meeting. Sixty percent of the Members constitutes a quorum for decision-making at any Membership Meeting.

3.70. Meeting Times and Notice.
(a) Regular. Meetings will be held at regular times as determined by the Residents. Meetings will be held with at least 3 days notice.
(b) Special. In an urgent situation one-third of the Members may convene a Special Membership Meeting, and one-third of the Residents may convene a Special Residents Meeting, with less than 3 days notice. Notice for Special meetings must also include the purpose for which the meeting is called. Notice will include a written notice posted on the bulletin board or in the kitchen of the Cooperative; oral notice is also strongly encouraged.
(c) Full Input Decision Contact Procedure. Notice will rely on whatever methods seem most likely to successfully reach the person (phone calls, email, postal letter, etc.). In the case of situations that may have legal implications, we will attempt to maintain a record of contact if possible, through including written notice (email, postal letter, or fax) as part of any contact.

3.75. Meeting Place. Meetings will be held on the property occupied by the Cooperative unless otherwise stated in the meeting notice.

3.80. Presumption of Agreement. A Resident who is present at a Residents Meeting or a Membership Meeting is presumed to be in support of proposed decisions unless co stands aside from or blocks a proposed decision.

3.85. Absence from Meetings. If a Resident is absent from a meeting, it is co's responsibility to read the minutes from meetings held during their absence, and to bring up any disagreement with decisions reached during their absence, within 14 days of returning. If they are able to convince at least one Resident to re-open the discussion, the consensus that was reached in the person's absence is no longer considered the default agreement or policy, and the group will re-examine that topic. If the returning Resident does not initiate such a process, they are presumed to be in agreement with the prior decision and are expected to actively support it.

3.90. Interpretation of Policy. If a policy or agreement is confusing or subject to interpretation, the Residents will follow any precedent that has been set regarding the policy. If no precedent has been set, Residents will try to determine the intention of the policy using minutes from meetings and personal recollection. If disagreement about the interpretation persists, the topic can be re-opened for discussion by three Residents. Such a re-opening results in allowance of all interpretations, until a new consensus decision is reached.

3.95. Records. Minutes will be taken at all official meetings. They will include, at a minimum, a date and record of all decisions reached, and will be available for examination by any Resident at any time.

3.98. Indemnification. The Cooperative shall indemnify to the fullest extent permitted under Oregon law any person who has been made, or is threatened to be made, a party to legal action, whether civil, criminal, administrative, investigative, or otherwise (including an action by the Cooperative) because that person is or was a Member, Resident, or officer of the Cooperative, serves, or has served at the request of the Cooperative as a fiduciary of an employee benefit plan, partnership, joint venture, trust or other enterprise. The right to and amount of indemnification shall be determined in accordance with the provisions of Oregon Statutes in effect at the time of determination.

4.10. Resident Acceptance. Acceptance as a Resident will be determined by a Full Input Resident Decision.

4.20. Membership Acceptance. Acceptance as a Member will be determined by a Full Input Member Decision. A person must be a Resident for at least 6 months prior to becoming a Member, unless an exception is granted by a Full Input Member Decision.

4.30. Membership Fees. An initial membership fee shall be assessed of each new member. This fee is non-refundable, unless the Cooperative is dissolved.

4.40. Termination.
(a) Voluntary. If a person wishes to voluntarily terminate their membership or residency, co must give written notice as required by the Rental or Membership Agreement.
(b) Automatic (Renters Only). An individual's residency is automatically terminated when they are no longer fulfilling the conditions of residing at Walnut Street Cooperative as defined in section 2.85 of these Bylaws (except if the Members determine that Walnut Street Cooperative property has become uninhabitable).
As soon as a Renter has a debt with Walnut Street Cooperative that is equivalent to 15 days worth of fees, that person's residency is automatically terminated and co must move out of the house immediately. If a Renter is unable to pay their fees because of personal hardship the other Residents are encouraged to, but not legally bound to, attempt to arrange financial assistance. Walnut Street Cooperative may not extend credit or forgive debt to any person living at Walnut Street Cooperative property.
(c) Expulsion. A Member or Renter may be expelled by an Expulsion Decision. The person whose expulsion is being considered is excluded from the meeting unless there is consensus by the other attendees for that person to be present. The Members of Walnut Street Cooperative may require that the Resident who is being considered for expulsion be compelled to leave Walnut Street Cooperative property for up to 18 days until the issue of expulsion is resolved. Renters will be consulted for input prior to the decision, but they do not have the right to block consensus on an expulsion decision. Expulsion may occur for lack of payment of fees, acts of violence, and/or other violations of the Membership Agreement or Rental Agreement.

4.50. Leave of Absence. Members may request to take a Leave of Absence, which request may be granted by a Full Input Member Decision. During that period the Member may not block consensus and will not be counted as a Member when quorum is determined. At the end of the Leave of Absence, the individual automatically regains membership.

5.10. Provisions. The operation of the Cooperative will include the provision of food, water, warmth and shelter to the Residents in exchange for the regular payment of fees and an equitable share of the duties and responsibilities necessary for sustaining the household as detailed in the Membership and/or Rental Agreement.

5.20. Residency Responsibilities. It is the responsibility of Residents to make agreements (policies) that further the goals of the Walnut Street Cooperative and to ensure that all Members, Renters, and any employees of Walnut Street Cooperative uphold their responsibilities.

5.30. Equality. The rights and responsibilities of legal Members are equal with one exception: Members who are being considered for expulsion do not have the right to participate in the decision to expel. The rights and responsibilities of Renters are equal.

5.40. Transfer of Membership. Membership is not transferable.

6.10. Financial Authority and Responsibilities. The membership has authority to purchase, own and hold real and personal property and to mortgage this property, to rent property, to borrow money, to execute notes and to undertake other obligations as necessary to accomplish the goals of the Cooperative.

6.15. Dedication of Earnings and Assets. The net earnings, properties, and assets of Walnut Street Cooperative are dedicated to benefit Walnut Street Cooperative. Any funds accumulated in excess of budgeted reserves will be returned to Walnut Street Cooperative to expand or improve facilities or services or for other purposes consistent with these Bylaws.

6.20. Financial Contributions and Loans. The Cooperative may receive donations and loans to support its mission, to make improvements to the property, and for other purposes which the Members see fit to accept. In the case of loans, a contract will be drawn up specifying the conditions of each loan, including the term of repayment and interest rate (if any).

6.25. Membership Equity. Return of investment or loans is limited and is not subject to the market value of Walnut Street Cooperative property. Members' equity consists of:
(a) Loan Equity: Initial investment, minus any membership fee, plus 3% interest compounded quarterly;
(b) Rental Equity: A one-third portion of monthly fees exclusive of operating costs (operating costs are defined as property taxes, insurance, maintenance, utilities, and any other costs other than direct payments on the property), at 3% interest, compounded quarterly (prorated for periods of time that are less than one quarter).

6.30. Loan Equity. Each member loan requires a consensus decision noted in the minutes and will have a contract signed by the member and at least two representatives of the Cooperative. Interest rate will be 0-3%, as established by the contract. Interest continues to accrue until the loan is paid off. Member loans will be paid back starting at the beginning of the second full calendar quarter after membership is terminated. Loans under $5000 will be paid back in equal quarterly payments over a period of 5 years. Loans of $5000 or more will be amortized at 30 years, with equal quarterly payments over a period of 5 years and a balloon payment at the end when all remaining interest and principal is due. The Cooperative may elect to pay off any loan in part or in full at any time.

6.35. Rental Equity. Unless the Cooperative dissolves, membership equity as described in Section 6.25(b) can only be paid under the following conditions:
(a) The date is January 1, 2009 or later; and
(b) The Member receiving such funds has been a resident in good standing for three years or longer, starting any time on or after September 1, 2000; and
(c) It is determined by a Full Input Member Decision that the Cooperative can afford to make equity payments without endangering the current or future welfare of the Cooperative, and without putting an undue financial burden on the Residents.

Accrual of rental equity can not start until the Option to Purchase is executed and Walnut Street Cooperative is the owner of real estate. If membership is terminated, interest ceases to accrue. If membership is terminated at a time when rental equity payments are not available (due to conditions (a) or (c) not being met), a former member may make a request at a later time if those conditions are then met.

6.40. Authorization of Debt and Expense. The membership may authorize individuals to spend money or incur debt on behalf of Walnut Street Cooperative. Expenditures and debts over $500 may only be authorized by a Full Input Member Decision.

6.45. Non-Liability. No Member or Renter of the Cooperative shall be individually liable for the debts, liabilities, or obligations of the Cooperative except for debts lawfully contracted between the Cooperative and a Resident. Likewise, the Cooperative may not extend credit to, and is not liable for, the individual debts, liabilities, or obligations of residents.

6.50. Records. Current and correct financial records will be kept. Minutes will be taken at all meetings. Any Resident may inspect these records and minutes at any time.

6.55. Reports. Walnut Street Cooperative will prepare an annual financial report including a Profit and Loss statement and a Balance Sheet within four months of the closing of Walnut Street Cooperative's fiscal year.

6.60. Budget. A budget designed to maintain the financial stability of Walnut Street Cooperative will be prepared and adopted annually or more frequently as needed.

6.65. Fees. Fees will be determined by the Members and based on the budget and written fee policies.

7.10. Dissolution Process. The membership may decide to dissolve the corporation by a Full Input Member Decision. In the event of dissolution, the assets of the Walnut Street Cooperative must be sold or their possession transferred so as to satisfy any debts owed by Walnut Street Cooperative. The sale and/or transfer of possession of any Walnut Street Cooperative property will proceed according to the conditions spelled out in any contracts Walnut Street Cooperative has entered into that are still in effect. The decision to dissolve will not be effective until the assets of the corporation have been sold or given away.

7.20. Money from sale of Walnut Street Cooperative property must be disbursed in the following order. If multiple parties are referred to in any step in this section, and insufficient funds are available to fully fund that step, then all entitled parties at that step will receive a proportional amount of remaining assets.

I) First, any debts that were secured in exchange for an interest in Walnut Street Cooperative property must be fully satisfied.

II) If any money remains, any debts that were not secured in exchange for an interest in Walnut Street Cooperative property must be fully satisfied.

III) If any money remains, it will be divided as follows:

(A) A 25% portion assigned by the Option Agreement to the previous owners (within 7 years of closing of escrow on purchase of property at 1680 Walnut St., Eugene) or to the non-profit of their choice (7 years or longer after the closing of said sale) will be paid.

(B) A 75% portion assigned by the Option Agreement to the Cooperative, to be distributed as follows:

(1) Any other debts accrued by Walnut Street Cooperative, Inc. will be paid.

(2) The remaining equity assigned to Members will be paid. Member equity in the case of dissolution only consists of: Loan Equity (see Sections 6.25(a) and 6.30 of these Bylaws); plus Rental Equity (see Sections 6.25(b) and 6.35); plus Membership Fee (see Section 4.30).

IV) All remaining money or assets will be distributed to a non-profit corporation which is organized to promote cooperative living, or another non-profit corporation as determined by the members.

8.10. These Bylaws may be amended by a Full Input Member Decision.

9.10. These Bylaws were approved on the date July 15, 2003.

Signed by Directors:

___________________________ ___________________________

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