BYLAWS OF THE EVERGREEN LAND TRUST ASSOCIATION
Incorporated June 13, 1974
Revised and Adopted 5/18/2002
Revised and Adopted 6/7/2009
Revised and Adopted 6/12/2010
ARTICLE I. NAME OF CORPORATION.
The name of the corporation is “The Evergreen Land Trust Association”, referred to herein as the Trust.
ARTICLE II. PURPOSES.
The purposes for which the Trust is organized are to encourage the development of cooperative communities and sustainable land use practices through the preservation of land and housing. Without limiting these general purposes, some of the Trust's specific purposes are:
a. To hold title to real property, and to the development rights to real property, in order to protect affordable housing, urban and rural communities, resource lands and conservation lands from real estate speculation and unsustainable development.
b. To develop and share organizational models for the collective/cooperative trusteeship of land and to foster intentional community.
c. To promote the study of ecological systems and the study and practice of sustainable use patterns and technologies.
d. To foster movements within society compatible with Trust purposes, and facilitate members’ awareness and engagement in such movements.
e. To operate specifically for public educational, charitable, scientific, spiritual and literary purposes, within the meaning and intent of Section 501(c)(3) of the Internal Revenue Code of the Department of the Treasury of the United States of America.
ARTICLE III. MEMBERSHIP.
The General Membership of the Trust shall be composed of two categories:
1. Resident Members, who shall be all residents who live on any land or in any building held by the Trust, who are considered Members in good standing according to the agreements of the cooperative community (referred to herein as the Community) to which they belong.
2. Associate Members, who shall be those who commit time, money, and/or work toward furthering the goals of the Trust, have requested to become a Member of the Trust, and have been confirmed by the Board of Directors as Associate Members. Associate Members should represent the greater public interest and may be community officials, leaders, and/or carry an expertise to foster the purposes of the Trust.
Every Trust Member shall have the right to participate in general meetings of the Membership, to nominate and participate in the election of the Board of Directors as provided by these Bylaws, to serve on the Board of Directors or on committees if chosen, and to receive notices and minutes of Membership meetings and annual reports of the Trust.
The assent of the Membership, in accordance with these Bylaws, shall be required before action may be taken on the assessment of Membership dues, the sale of land, the amendment of the Certificate of Incorporation or these Bylaws, and the dissolution of the Trust.
All Members shall sustain the Trust by abiding by the conditions of the Bylaws, the Articles of Incorporation, and policies adopted by the Board of Directors.
Members of the Trust are responsible for doing all in their power to ensure that the conditions of any and all Trust agreements executed between the Trust and any of its holdings are carried out.
D. Confirmation of Membership.
At the Annual Membership Meeting, each Community of the Trust shall present a current list of all Resident Members. Any person requesting Associate Membership, or being nominated for Associate Membership, shall be likewise presented at this time. At the Board of Directors' meeting following the Annual Membership Meeting, the Secretary shall submit a compiled list of all Member names and contact information, for approval by the Board of Directors. Following confirmation, the list of approved Members shall be distributed to all Members of the Trust.
ARTICLE IV. BOARD OF DIRECTORS AND OFFICERS.
A. Composition of the Board of Directors.
The Board of Directors (each referred to herein as a “Director” or “Board Member) shall be composed of both Resident Members and Associate Members, and shall consist of up to 16 Members, including:
1. The current officers of the trust who shall consist of the President, Vice President, Secretary and Treasurer. The officers shall be elected by the board. The officers may be resident members or associate members.
2. A minimum of two Resident Members serving as a representatives from each Community of the Trust
3. A minimum of two Associate Members serving as a representatives from the community at large.
B. Responsibilities of the Board of Directors.
The Board of Directors shall be responsible for approving the annual budget, reviewing, accepting and maintaining Trust agreements, reviewing and approving all business agreements, accepting properties into Trust, protecting Trust interest in Trust holdings, reviewing and supervising the activities of Trust employees, initiating/exercising whatever actions and policies are necessary for the promotion of the purposes of the Trust, and reviewing Trust activities in accordance with Section 501(c)(3) of the Internal Revenue Service code.
All financial affairs apart from those explicitly delegated by the Board to an officer or agent of the Trust shall be reviewed by the Board by a procedure formally adopted by the Board. Any other commitments of Trust monetary holdings shall be done with the approval of the Board prior to the transaction.
The Officers of the Trust shall be: President, Vice President, Secretary, and Treasurer.
1. Duties of President.
The President shall be responsible for calling meetings of both the General Membership and the Board of Directors and ensuring notification pursuant to Article VI Section C. S/he shall call those meetings to order and, with the consent of those attending, appoint a note-taker and facilitator(s). The President shall affix his/her name to instruments on behalf of the Trust, and shall appoint people to various Trust committees when appropriate. If the office of President becomes vacant, the Board of Directors shall hold a special meeting for the purpose of electing a new President from their number. In the meantime, the Vice President shall assume the duties of the President.
2. Duties of Vice President.
The Vice President shall be responsible for maintaining contact between the Trust and other land trusts, organizations and individuals with similar or complementary purposes. The Vice President shall perform all duties of the President if the President is absent or unable to perform these duties.
3. Duties of Secretary.
The Secretary shall be responsible for maintaining records and information files on the proceedings of the Trust, as well as its general activities. Such files shall, in addition to containing conventional minutes from meetings and other records, also include any resources and library materials or other public information necessary or desirable for the smooth operation of the Trust. The Secretary also shall co-sign with the President or Treasurer any documents or legal instruments as necessary, and shall keep a complete, up-to-date list of all Members.
4. Duties of Treasurer.
The Treasurer shall be responsible for maintaining on file the financial records/files for the Trust and for any and all Trust holdings in accordance with financial policies. The Treasurer shall also keep accurate records of and funds collected or disbursed, and shall make a report of all financial records of the Trust at quarterly meetings of the Board, at the Annual Membership Meeting, and as otherwise may be required. Bookkeeping and other fiscal responsibilities may be supplemented as needed, upon decision of the Board of Directors.
5. Election of Officers.
Officers shall be elected annually by the Board of Directors at the Board Meeting following the Annual Membership Meeting and as necessary to fill vacancies as set forth herein.
6. Term of Office.
All Board Members shall serve one year terms, except for the treasurer who shall serve a two year term, and may be recommended for re-election at any future Annual Membership Meeting, with no term limits.
D. Removal of Board Members and Officers.
A Board Member or Officer may be removed, with or without cause, by the decision of the Board at any duly held meeting, pursuant to Article VI Section H.
E. Vacancies for Board and Officer positions.
If an officer vacates or is unable to fulfill the responsibilities of her or his term or is removed from the Board or its Offices, the remaining will elect a person to fill the vacancy until the end of the term.
If an Associate Member (who is not an officer) vacates his or her term or is removed from the Board, the remaining Board Members may elect a person to fill the vacancy until the end of the term, or decide to leave the position vacant until the next Annual Membership Meeting.
If a Resident Member (who is not officer) vacates his or her term or is removed from the Board, the Community which was represented by that Resident Member shall elect a new Resident Member to fill the vacancy in advance of the next regular meeting of the Board.
F. Non-liability of Directors.
The Directors shall not be personally liable for the debts, liabilities or other obligations of the Trust provided there is no related fraud or criminal activity associated with the Director.
G. Indemnification by Trust of Directors and Officers.
The Directors and Officers of the Trust shall be indemnified by the Trust to the fullest extent permissible under the laws of this state provided there is no related fraud or criminal activity associated with the Director or Officer.
ARTICLE V. SCOPE AND SIZE OF THE TRUST.
It is the intention of the Trust to limit both its geographic scope and number of holdings, so that it might retain the closeness and manageability that is possible only in an organization of modest size. Towards the realization of this intention, the Board of Directors has the power to set actual physical and numerical limits on Trust activities and acquisitions. If there shall come a time when the number of properties available to place into Trust exceeds the self-imposed limits of the Trust, then the Trust shall take an active role in the incorporation of additional land trusts.
ARTICLE VI. MEETINGS.
A. Meetings of the General Membership.
Meetings of the General Membership shall be held at least annually. The Annual Membership Meeting shall be held at a time and place to be chosen by the Board of Directors.
In addition, special meetings of the General Membership may be called at any time upon petition by 15% of the General Membership, or by the Board of Directors: the Chair of the Board (or its designee) must thereupon call the meeting. Such a petition, however, must be presented no less than thirty (30) days prior to the date desired for the meeting.
The business of the Annual Membership Meeting shall include:
1. The presentation of a written report from each Community of the Trust, which shall include a list of the total residents on the property, indicating those to be confirmed as Resident Members.
2. Any nominations for Associate Members
3. The nomination of the Board of Directors
B. Meetings of the Board of Directors.
Board meetings shall be held quarterly. However, special Board Meetings may be called at any time by the Board Chair or Vice Chair or by at least one-third of the other Board Members in order to deal with situations that require the immediate attention of the Board.
Any discussions and decisions by the Board of Directors may be conducted by a telephone, electronic or mail poll of all Board Members following provision of information to the Board at least ten (10) days prior to the poll (the ten (10) day requirement may be shortened or eliminated upon the approval of 75% of the Board Members to accommodate urgent matters).
Notice of all Board Meetings shall be sent via mail or electronic posting to all Board Members no fewer than ten (10) days prior to any such meeting (except as otherwise provided herein).
Notice of all General Membership Meetings shall be sent via mail or electronic posting to all Resident Members and Associate Members, no fewer than twenty-five (25) days prior to any such meeting.
A notice shall contain the time and place of the upcoming meeting, together with a proposed agenda and relevant information.
A quorum for any meeting of the Board of Directors shall consist of a simple majority of the Board.
The quorum for any General Meeting shall consist of one third of the General Membership.
At all meetings of the Board of Directors and of the General Membership, the Secretary will be responsible for taking minutes.
Board Members shall be provided with minutes of all Trust meetings, committee meetings, and results of all business conducted pursuant to Article VI, Section B. Minutes shall be provided within thirty days following any meeting or poll. Minutes are not official until approved by the Board.
F. Schedule of Meetings.
At the Annual Membership Meeting, the Board shall present a proposed schedule and location of Board and General Membership meetings for the coming year. The schedule may be amended by the Board with 15 days advance notice except for emergency Board meetings as provided for herein.
G. Voting Rights.
Each Member shall have one vote on each matter submitted to a vote at any meeting of the General Membership. Board Members are entitled to one vote upon each matter submitted to a vote at any meeting of the Board of Directors. Board Members unable to attend a meeting of the Board may send an alternate from their Community to participate in the decision making process and vote as a proxy, upon approval by the elected Board Members present at that meeting.
At any meeting of the Board of Directors or of the General Membership, a consensus-seeking process shall be used. The final adoption of measures put to a vote shall be subject to a 3/4 majority vote of those participating in the meeting.
ARTICLE VII. AMENDMENTS.
Proposed changes to these Bylaws or to the Articles of Incorporation of the Trust may be submitted by any 15% of the General Membership, or by any Member of the Board of Directors and must be approved by the General Membership. Proposed amendments must be submitted to the Board of Directors no less than thirty (30) days prior to a meeting of the General Membership, or to the desired date of any special meeting called for the specific purpose of addressing the proposed change(s). The Board President shall inform the Membership of the proposal pursuant to Article VI Section C.
The foregoing Bylaws were adopted by the General Membership of The Evergreen Land Trust
on the _________ day of _______________________, 2009.
President, Evergreen Land Trust Secretary, Evergreen Land Trust