POLICIES OF THE EVERGREEN LAND TRUST ASSOCIATION
Incorporated June 13, 1974
Adopted March 14, 2015
Adopted January 2021: B7
Adopted January 2023: Edits to C12 and Addition of C13
A. Property Acquisition
G. Taxes and Insurance Policies
A. ELT Property Acquisition Policies
A.1 Evergreen Land Trust (“ELT”) holds the title and easements to various real properties (“Property” includes proposed properties as referenced herein) and various improvements (“ELT Improvements”), in order to protect and preserve affordable housing, resource lands, and conservation lands. Other improvements may exist on the Property that are not owned by ELT (“NonELT Improvements”) some of which are owned by ELT Members (“Member Improvements”) and other Improvements that are not owned or leased by ELT or Members (“Unaffiliated Improvements”). Each Community consists of members ("Members") and residents ("Residents"). Members of ELT are those who have been approved by their Community and agree to uphold the Use, Trust, Community and Resident Agreements, ELT Bylaws and Policies. Residents are all nonmember adults who reside at their Community. Community Agreements mean the internal written agreements of the Community which have been approved by a quorum of no less than twothirds of the membership of the Community. Capitalized terms not defined in this document shall have the meaning set forth in other ELT governance documents.
A.2 If a Property is donated to ELT, the following conditions shall apply:
A.2.1 The cost of putting the Property into Trust shall be borne by the donor(s), unless the ELT Board of Directors (“Board”) secures another funding source that covers the costs associated with the transfer of title and related issues.
A.2.2 All Properties owned by ELT must have a mechanism for paying the Property taxes, maintenance and other costs associated with holding the Property through time.
A.2.3 A key purpose of ELT is to foster cooperative communities of persons living together, serving as Property stewards (each established ELT community is herein referred to as a “Community”). ELT does not generally accept single household dwellings into Trust that are unconnected to a cooperative community.
A.2.4 If the Property currently provides housing to Residents, those Residents must either be in agreement with the decision to become part of ELT, or be willing to find other housing.
A.2.5 If a Property has no current Residents, but has the capacity for housing a cooperative community, the Board must have the resources and mechanisms in place to recruit, orient, and mentor a new community of Residents.
A.2.6 If a Property has no capacity for housing, and is being entrusted for conservation purposes, the Board shall ensure that fees associated with the donation, or some other mechanism, shall be sufficient to provide for the costs of Property taxes, monitoring, and any needs for restoration, in perpetuity.
A.2.7 ELT may accept a Property encumbered by a mortgage, as long as the proposed stewardship Community is clearly able to maintain mortgage payments, in addition to all other costs associated with property ownership. The repayment of a mortgage shall be done in the name of ELT, and ELT shall hold all equity, apart from any specific costs for the purchase or improvement of housing on Properties in which an equity agreement has been established and approved by the Community and Board (“Equity” or “Equity Agreement”).
A.2.8 A person or entity (“Donor”) donating land to ELT may be eligible for a tax deduction in accordance with the laws governing donations to nonprofitcorporations.
A.3 The process for accepting new Properties into Trust shall be as follows:
A.3.1 The Donor proposing the donation or transfer of title or easement to ELT shall present a written proposal at a Board meeting.
A.3.2 If the donation appears to be in the interest of the Trust, in alignment with the conditions listed above, and in accord with the Policies and Bylaws of ELT, the Board shall elect a representative to work with the potential Donor, and begin the process of collecting background documents related to the current legal status and value of the Property.
A.3.3 Once the background documents have been collected and reviewed, the Board representative shall present a proposal to the Board recommending whether acceptance of the Property would be advisable. The Board shall vote on whether or not to accept the donation and if so to determine the appropriate terms and conditions for the transfer.
A.3.4 If the Board agrees to accept the Property into trust, it shall assess what costs will be associated with the transfer of title (including legal fees, recording fees and other related costs), determine how the costs will be met, and draw up a preliminary transfer agreement, to be signed by an authorized ELT officer or Board Member and by the Donor. The Board has the discretion to decide if the preliminary agreement will be binding or not.
A.3.5 Once the preliminary transfer agreement has been signed, the Board representative shall work with the donor and with legal counsel to develop a Trust Agreement, a Use Agreement, a Resident Agreement and any other documents necessary to ensure transfer of title.
A.3.6 Once the documents have been drafted, reviewed by legal counsel, and signed by two authorized ELT Officers and Board Members, the Property shall henceforth become part of ELT. Once approved by the Community, and once signing a Resident Agreement, all current and future Residents shall hold the rights and responsibilities of ELT Members.
A.4 Residents of a newly admitted Property into ELT shall be provided with an orientation by a Member of the Board within one month of the acceptance of the Property into ELT, to ensure that new Members understand the rights and responsibilities associated with ELT Membership and with the governance and stewardship of the Property.
B. ELT Stewardship Policies
B.1 For each ELT Property, the conveyance of land use and occupancy rights shall be defined in a legally binding Trust Agreement, Use Agreement and Resident Agreement and other documents as required by the ELT Board.
B.2 A cooperative Community which occupies and holds responsibility for the stewardship of a Property shall be selfgoverning, in accordance with the Trust, Use and Resident Agreements and the ELT Bylaws and Policies and all other documents associated with that Property.
B.3 Each Community is responsible for ensuring that the quality of the ELT Improvements, Member Improvements and the ecological health and value of the Property under its care are consistently maintained and enhanced for future generations. Each Community is also obligated to monitor any Unaffiliated Improvements and to dispose of such Unaffiliated Improvements if it could have a negative social, ecological, legal or financial impact on a Member, the Community or ELT.
B.4 For the purpose of preserving affordability, each Community shall ensure that any Equity accrued in a Member Improvement located on a particular Property shall be documented, protected and restricted through written agreements and policies which ensure that the resale of any Member Improvement and corresponding Equity reflects the mission and purposes of ELT. All written agreements and policies must be approved by the Board.
B.5 Any action that impacts the value of a Property, ELT Improvement or Member Improvement, either positively or negatively, shall be reported to the Membership annually. If such impact exceeds $10,000.00 the Member and Community shall notify the Treasurer within 30 days of such impact.
B.6 The Community may not mortgage or otherwise encumber any Property, ELT Improvement or Member Improvement without the approval of the Board.
B.7 Whenever a business is operated on trust property, either by one or more individuals or by the Community as a group, the following conditions shall be satisfied:
B.7.1 A written Business Use Agreement (BUA) between ELT and the business (either the incorporated entity and/or the responsible individuals if the business is unincorporated) must first be approved by the Board of ELT.
B.7.2 The BUA shall include provisions involving the following terms: the use of the land and any Improvements, the nature of the business, the term of the agreement, indemnification of ELT, attorneys’ fees, mandatory arbitration, venue, notice, default and termination provisions and an appropriate usage fee. The Board shall be authorized to update the BUA template and develop any other standard provisions and templates to be used for leases and contracts.
B.7.3 The term of the agreement may not exceed three (3) years, and may be renewed at the discretion of the Board. The Board retains the right to terminate business leases or contracts with 30-day notice at will if it determines that there has been a breach of the Business Use Agreement, or that finds the business operations and the compatibility of the operations and its owners, employees and agents interfere with the ability of the Community and ELT to fulfill their missions or purposes.
B.7.4 It is the responsibility of the business owners and responsible employees and agents to ensure that all appropriate federal, state, city and county laws and regulations are followed.
B.7.5 It is the responsibility of the Community to monitor the business operations and its assets and ensure compliance, to the best of its ability, of all requirements in the Business Use Agreement.
B.7.6 If the business has employees, it is the responsibility of the Community to develop an Employee Agreement that shall include a commitment to the mission and purposes of ELT and include other standard employee agreements such as a release of liability. The Employee Agreement must first be approved by the Board of ELT. All employees must sign the Employment Agreement for that Community.
B.7.7 Additional guidance for implementing these policies has been established in the Procedures for Businesses on ELT Properties and is attached as an Addendum to the ELT Policies.
C. ELT Membership and Resident Policies
C.1 ELT is a membership based organization and ELT also invites certain guests to reside on the Properties for limited periods of time. Members who reside on ELT properties hold a license to be on the Properties and are not considered tenants under Washington state law.
C.2 Adults residing on ELT property for more than one month are required to sign the Evergreen Land Trust Resident and Member Agreement.
C.3 Each ELT Property and all ELT and Member Improvements shall be maintained and managed according to the respective Trust, Use and Resident Agreements, the ELT Bylaws and Policies and by the cooperative Community of individuals who reside on that Property. Each person residing on the Property who is considered a Community Member in good standing shall be considered a Member of ELT.
C.4 Each Community shall annually elect from their Membership two representatives to serve in a decisionmaking capacity on the ELT Board of Directors.
C.5 The Community may send an alternate to the Board meeting if any of the elected representatives are unable to attend.
C.6 The Board Meetings of ELT are open to all Members. Only Board Members or their alternates are allowed to vote on a decision at the meeting.
C.7 In the event that a Community representative steps down from the Board, or is removed from the Board or from the Membership, the Community will elect a replacement within 30 days and the Board shall approve the replacement at the next meeting of the Board. The Board shall make it a priority to vote on the new representative at the beginning of the Board meeting to allow the new representative to participate in the meeting and ensure the Community has representation at such meeting.
C.8 On the Annual Report, each Community shall submit, in writing, a list of the names and contact information of all Residents on the property, and a copy of all new signed Resident and Member Agreements, indicating those who are considered Members and NonMembers.
C.9 Each Community shall establish its own policies regarding Membership. These policies shall include procedures for accepting and removing Members, and the establishment of a minimum and maximum number of Members. These policies shall be submitted to the ELT Board for approval, and kept on file with the Secretary of the Board.
C.10 Each Community has the authority and responsibility for recruiting and maintaining its own Membership. The minimum viable number of Members to be considered a Community is three unrelated adults.
C.11 In the event that Resident Membership in a Community drops below the established minimum or if the Community as a whole is terminating occupancy, a member of the Board shall be elected by the Board to ensure the recruitment of new Members into the Community, in accordance with the Membership policies and procedures of that Community.
C.12 In case of disputes within a Community, the Properties are considered selfgoverning, and responsible for managing conflict and seeking professional mediation and arbitration services as needed. The ELT Board shall reserve a right to participate in any dispute resolution if the Board believes that the dispute might have a negative impact on ELT or another Community.
C.13 All members of the board shall have a signed Code of Ethics and Code of Conduct Agreement on file. Board members shall disclose any personal or organizational conflict of interest, and refrain from discussing or voting on any issues related to that conflict.
D. ELT Administrative Policies
D.1 Each Community shall submit the Annual Report in writing and electronically at the Annual Membership Meeting
D.2 Each Community shall pay dues, as assessed by the general Membership, which reflect a fair share of the costs to sustain the normal legal, operational and fiduciary responsibilities of the Trust as a whole.
D.3 If a Community or a member of a Community fails to demonstrate reasonable compliance with the Trust, Use Agreement, Resident Agreement, or ELT Bylaws or Policies, the Board may:
a. Inform the Community, in writing, of the compliance issues and set a time frame by which the Community shall rectify the issue(s);and
b. Assign a Member of the Board or a specially formed Board approved committee to provide counsel and oversight.
D.4 If the Community fails to rectify the compliance issue within the allotted time frame, the Board shall have the full power to commence proceedings to resolve the conflict appropriately, including the right to terminate a Resident’s rights to remain on the Property. ELT shall have no liability or other responsibility to compensate a Community, a Resident, Member or any third party for the value of any Equity that may exist or be created in Improvements or NonELT Improvements unless otherwise specifically agreed to in writing by the Board.
E. ELT Financial Policies
E.1 Each Community shall have a bank account in the name of the property, for collecting and distributing the funds necessary for stewardship of the property;the bank account shall use the ELT tax identification number.
E.2 A Community shall not use the ELT tax identification number for a business that is related to or operated on the Property. A Community shall establish a separate account with a business tax identification number for that purpose.
E.3 The Board shall approve any bank accounts using the ELT tax identification number, and the ELT Treasurer shall maintain an uptodate list of all bank accounts using the ELT tax identification number.
E.4 As part of its Annual Report to ELT, each Community shall provide a summary report of its financial activities from the previous year, including annual income and major categories of expenditures. Income collected from dues is not considered income to ELT, as it is directly expended for stewardship purposes. Any separate financial account shall be identified in the Annual Report.
E.5 As part of its Annual Report to ELT, each Community shall provide an accurate accounting of any interest income on any account using the ELT tax identification number, and any donations or grants received in the name of ELT. These amounts shall be reported to the Accountant as income to ELT.
E.6 The fiscal year of ELT shall be April 1 to March 31. All W2's and 1099's must be submitted in accordance with federal law.
E.7 Monthly dues shall be collected from all Residents above 18 (both member and nonmember) to support the functioning of the corporation. The amount of the dues shall be assessed by the Membership, and reviewed and adjusted from time to time. Dues are payable twice a year at the March and September Board Meetings for the previous six months. Each Community is responsible for paying the dues.
E.8 Dues for an Associate Member may be waived at the discretion of the Board.
E. 9 Many of the individuals living on ELT properties wish to share various personal living expenses with other members on their particular properties;in order to ensure that these personal living expenses will not be commingled with funds belonging to ELT, unincorporated Associations (“Associations”) with distinct UBI numbers must be formed with the State of Washington for each of the ELT Properties unless the Community is otherwise incorporated as a Washington nonprofit corporation;
E. 9.1 The sole purpose of the unincorporated Associations is to maintain a bank account to ensure that the funds to be collected and used for personal living expenses will not be commingled with ELT funds;
E. 9. 2 The Associations shall not borrow money, engage in any business, sell goods or services or otherwise act as an agent of ELT or any of the other ELT properties;
E.9.3 The Associations shall not deposit any Association funds into ELT accounts unless authorized by the ELT Trust and Use Agreements or the ELT officers or Board;
E.9.4 The following conditions shall apply to bank accounts opened on behalf of any of the Associations:
1. The bank accounts shall be noninterest bearing;
2. Deposits shall be solely from voluntary contributions made by ELT members and Residents;
3. No fees or proceeds from any commercial activity, nor donations to ELT, shall be deposited into the Associations’ accounts;
4. Withdrawals from the accounts shall be solely for the agreedupon living expenses of Association members;and
5. Each Association shall be responsible for setting up written policies governing control over the Association funds including issues involving accounting practices, signatories, disbursements and disputes.
F. ELT Loan Policies
F.1 At the discretion of the Board, ELT may grant or loan money to Communities or to other organizations. The purpose of the loan shall be clearly established and the Board, in negotiation with the borrower, shall determine the terms of the loan.
F.2 The interest rate on loans from ELT shall prime + 1% unless otherwise determined by the Board based on financial, legal and equitable considerations.
F.3 Loan repayments shall be made to the ELT Treasurer for deposit in the ELT account. If a borrower is delinquent on a loan payment, the Treasurer shall inform the President, who shall contact the borrower and determine a collections procedure as needed.
F.4 A Community may not mortgage or otherwise encumber a Property or ELT or Member Improvement without prior Board approval.
F.5 When any Community borrows money, the Membership of that Property is solely responsible for the repayment of the debt, and solely responsible for the consequences of any delay or default of debt repayment unless otherwise approved by the Board.
F.6 The Board shall do everything in its power to ensure that the legal and financial risks associated with one property of the Trust does not cause unacceptable legal or financial risk to ELT, the ELT Board, or any other Properties or Members.
G. ELT Taxes and Insurance Policies
G.1 Each community is responsible for submitting proof of mortgage payments and property taxes to the Board of Directors on the Annual Report. Any notices of default on any Community, Member or ELT obligations that impact the Community or ELT shall be forwarded to the President and Treasurer within three business days of receipt of the notice.
G.2 Each Community shall carry liability insurance coverage adequate to protect the ELT, Member and Unaffiliated Improvements on the Property and otherwise owned by the Community. ELT shall be the named beneficiary on any policies. A copy of the insurance policy shall be kept on file with the ELT Secretary.
G.3 ELT shall carry liability insurance coverage for Directors and Officers.
G.4 ELT shall contract with a professional accountant to ensure proper fiduciary management, and to file corporate taxes. If the activities of a Community necessitate additional accounting services, that Community shall be responsible for paying that portion of the fees, unless otherwise negotiated with the Board of Directors.
H. ELT Donations/Grants/Fundraising Policies
H.1 Any donations received on behalf of ELT, for which the donor intends to claim a tax deduction, must have a receipt. The receipt shall include a description of the donation, the value of the donation, and the parties involved in the transaction.
H.2 The Community receiving the donation, the Treasurer, and the donor shall keep copies of receipts for donations on file. The Treasurer shall provide a copy to the Accountant on the Annual Report. For donations larger than $10,000.00, the Board shall be informed of the transaction within ten (10) days of the donation.
H.3 If a Community receives a cash donation or a grant, an explanation describing how money was spent shall be submitted with the Annual Report.
H.4 Resident Members and Associate Members may apply for grants or receive donations over $10,000.00 only with prior approval of the Board of Directors. An ELT Officer or Board Member shall be assigned to review the grant before submission or before the receipt of the donation.
H.5 Communities or committees must submit all information concerning fundraising campaigns or events in the name of ELT on the Annual Report unless otherwise provided herein. Fundraising campaigns and events must follow government laws and regulations concerning 501(c)3's and the mission and related agreements of ELT and the respective Community.