BY-LAWS of
FREEDOM HILL COOPERATIVE, INC.
1.1 The name of this Corporation shall be Freedom
Hill Cooperative, Inc., herein after referred to as the “Cooperative,”
located in Loudon, County of Merrimack, State of New Hampshire.
PURPOSE
2.1 The purpose for which this Corporation is formed is to
own and operate a manufactured housing park and be involved in other
cooperative activities, on a nonprofit basis for the benefit of the residents.
2.2
The broad purpose is to gain control of the rental costs, preserve the
park for the current residents, and to keep it affordable
long term for
low and moderate income individuals and families.
MEMBERSHIP
3.1 From the date of the enactment of these by-laws,
membership is open to adult residents who own and occupy a manufactured
housing unit in the park
and remain in good standing with the
Cooperative. A member in good standing is a member whose carrying
charges (lot rent) and membership fees are
current or has signed an
agreement satisfactory to the Board of Directors to bring these charges
and fees
current. Only one membership will be assigned to a
manufactured housing unit, and only one full vote may be exercised
under a membership.
A person is seen as owning or co-owning a
manufactured housing unit if he or she own the unit directly or through
his or her “living” or “Grantor” trust.
A “Grantor” or” living” trust
is any trust that is established by an individual under such terms as:
(1) appoint him or herself as the trustee during their lifetime
(and or
competency); (2) is revocable by him or her; and (3) designates him or
herself as the beneficiary for his or her lifetime.
3.2
Buyers or owners of manufactured homes seeking to reside in and lease a
lot in the Park must become members of the Cooperative. Buyers and
owners
seeking membership shall: (1) apply for membership on a form
prescribed by the Board of Directors (2) be approved for membership by
a majority vote of the
Board of Directors (3) pay in full the
membership fee; (4) execute an Occupancy Agreement; (5) have a contract
to buy and intent to use as their primary
residence a manufactured
housing unit in the park; and (6) commit to the purposes and policies
of the Cooperative
including the Park Rules, Management Plan and
these By-laws. A person is considered a buyer or owner if he or she
seeks to or does own or co-own a
manufactured housing unit directly or
through his/her/their “living” or “Grantor” trust (see definition
at paragraph 3.1 above) or becomes the subsequent
beneficiary of a
trust, previously existing as a living trust, upon death of the
Grantor or any other event. If an existing member transfers title to a
manufactured
housing unit to his or her “living” or “Grantor”
trust, the trust will not be considered a new owner or buyer under this
paragraph. Members transferring their
ownership into a
permissible “living” or “grantor” trust must furnish the
Cooperative with either a copy of said trust document or a letter of
opinion from an attorney
By-laws Freedom Hill Cooperative Inc. December 28, 2001 1 Revised: January 9, 2005
stating
that the trust to which the title has transferred is a revocable,
grantor trust wherein the prior member is the Trustee during his or her
lifetime or competency and with said member as the sole beneficiary during his or her lifetime.
3.3 The membership fee shall be $1000. This is the par value. There is no book value.
3.4 A Certificate of Membership shall be issued to any
member, or to trustee of any member’s “living” or “Grantor” trust, who
has
fully paid their membership fee. This certificate shall
entitle the holder (or, in the case of a living or Grantor trust, the
trust grantor only) to
occupancy of their lot in accordance with
the Occupancy Agreement, provided that the holder also abides by the
rules and regulations of the
Cooperative and does not interfere
with the effective operation of the Cooperative. The certificate
is not transferable, except by will or trust
distribution by a
permissible trust, or the rules of law that apply if someone dies
without a will, to someone that would otherwise be eligible
for
membership. A membership may not be transferred to someone or some
trustee or beneficiary who does not plan to own the home and reside
in
the park nor shall a “living” or “Grantor” trust continue to hold a
membership interest beyond the usual and customary time required for a
wind
up of a probate estate, should title have passed by that
means and occupancy during such periods shall not extend to any other
party not previously
permitted membership and occupancy.
3.5 The Board of Directors reserves the right to use all or
part of a member's fee to pay any debt due to the Cooperative, or
expenses incurred
as a result of a member's action or misactions,
in regards to the Cooperative; such debts and expenses being legally
the responsibility of the member.
3.6 All members
and non-members are required to pay their carrying charge (monthly
"rent"). To assure the health and safety of park
residents
and the fiscal solvency of the Cooperative, the carrying charge
(“rent”), initially established by the membership of the Cooperative,
may
be increased by the Cooperative Board of Directors or by a
vote of the membership with a sixty (60) day written notice to all
members and non-members.
3.7 Any member who
endangers effective operation of the Cooperative may be expelled from
membership in the Cooperative by the Board of
Directors.
Loss of membership carries with it loss of privilege to lower carrying
charges (rent). Written notice of the charges against each member,
and
reasonable opportunity for a hearing, shall be provided before any such
expulsion. A reasonable opportunity is defined as fifteen (15) days.
The
member's certificate or subscription shall be repurchased at par value,
less any debts owed and expenses incurred by the Cooperative on behalf
of
the member, and if and when there are sufficient reserve funds.
The member shall have the right of appeal at the next membership or
board meeting
and will be given an opportunity to be heard in
defense, either in person or by counsel. A member need not be expelled
before being evicted.
Re-application for membership will require
Board review and membership approval before re-issuance of Certificate
of Membership.
The reason for the expulsion shall be clearly stated, recorded, placed in the permanent files and a copy given to the member.
3.8 Any member who requests a hearing as the result of a
Cooperative action, and intends to appear with or be represented by
legal counsel,
must notify the Board of this fact ten (10) days in
advance of said hearing. Such notification shall be made in writing to
the President of the
Board of Directors.
HOME SALES AND RENTALS OF UNITS
4.1 Any lot in the park that becomes vacant (other than a
temporary vacancy when a member of the cooperative replaces his or her
existing
manufactured home with a new or different one), shall be rented by the
Board of Directors to an approved lower-income family or individual;
provided,
however, that after advertising the lot for sixty (60) days, if the
Board does not receive an offer to rent from a lower-income family or
individual
that meets the Cooperative's standard qualifications, the Board of
Directors may rent the lot to any suitable household.
4.2 Any member wishing to make an on-site sale of their
home shall give immediate written notice to the Board of Directors
stating the
intention to sell, the asking price, the estimated
date of sale, the phone number of any potential buyer (s) and the name,
address, and phone number
of the selling agent. For a period of
sixty (60) days following the delivery of the notice to the Board, the
member shall attempt to sell to a lower-income
family or
individual. During this 60 day period, if the member receives
more than one offer for the same price upon the same terms and
conditions,
and one of said offers is from a lower-income family
or individual who qualifies according to the Cooperative's standard
qualifications, the member
shall accept the offer from the
lower-income family or individual. The Board will keep a waiting
list for this purpose. Provided, that the Board may
authorize the
sale to someone other than a lower-income family or individual at the
request of the selling member in the case of a sale to a family
member
or where the delay in selling would pose an unreasonable hardship
(according to Freedom Hill Cooperative's established hardship
guidelines)
for the selling member.
(* Any changes to
paragraphs 4.1 and 4.2 must be approved by the CDFA (Community
Development Fund Authority) and the Town of Loudon per our
20-Year Sub-recipient Agreement with the Town of Loudon. 2004)
4.3 If the Cooperative is owed money by the resident or the resident is
in breach of any other obligation to the Cooperative, the Board of
Directors may refuse consent to a proposed sale or transfer of a resident's unit. Source: RSA 477:44.
4.4 The Board of Directors shall purchase the membership share from
said member household by paying them the share's par sum, equal
to
the member's total payment toward their membership fee, without
interest, less any debt owed by the member to the Cooperative, within
sixty
(60) days of the removal or sale of the home, or at such later date
when the purchase can be made without jeopardizing the solvency of the
Cooperative.
4.5 Rental or leasing of manufactured housing
units in the park shall not be allowed unless approved by the Board of
Directors.
The Board of Directors shall not approve a rental or
lease unless (1) a written request is submitted by the member alleging
hardship and (2) the
Board of Directors determines that a hardship
exists. If an approval is granted, the decision shall specify the
hardship circumstance(s) and the
condition(s) of approval. The vote of the Board of Directors shall be maintained in the official records of the Cooperative.
VOTING
5.1 There shall be no voting by proxy. Any motions for consideration
shall be approved by a majority vote of members casting votes at
any regular or special membership meeting except for motions effecting the repeal or adoption of by-laws.
5.2 A ballot provided on a form approved by the Board of Directors
shall be used for the election of Directors. It shall clearly state the
slate of nominees and be identifiable by either a lot number or
other means. The ballots shall be sealed and opened at the membership
meeting.
The Board of Directors may allow for an absentee ballot
for reasons such as but not limited to: hospitalization, shift
work, out of state, etc.
A request for an absentee ballot must be
made in writing no less than five (5) days before a meeting. Absentee
ballots may not be counted towards a quorum.
5.3
Any business required or permitted to be taken at a membership meeting
may be taken without a meeting, if a ballot clearly s
tating the
written motion is signed and approved by a majority of the Membership,
a copy of which must be kept on file with the Cooperative’s
meeting minutes.
5.4 Park rules shall be approved or amended by a majority
vote of the membership present at a regular or special membership
meeting and
must be obeyed by all residents.
5.5 The By-laws of the Cooperative shall be adopted or
repealed only by a majority vote of the entire membership pursuant to
NH RSA 301-A:10.
5.6 The By-laws of the Cooperative
shall be amended by at least a simple majority vote of the membership
present at any regular or
special meeting or by at least a
majority vote of members casting votes (including absentee ballots) at
which a quorum is present, provided that
notice of the proposed amendment shall be given in writing to all members ten (10) days prior to such meetings. After the ten
(10)
day notice, technical changes in wording or detail of the proposed
amendment that do not alter the subject matter shall not require an
additional notice. (RSA 301-A:10)
5.7 Any
decision that may commit an expenditure of three
thousand ($3,000) or more of Cooperative resources, that does not
appear
in the approved annual budget, shall be made by the membership at an
Annual, special, or regular meeting of the members. Capital Improvement
and Replacement Reserve expenditures that exceed three thousand
dollars ($3,000) requires the approval of the membership except in
cases of
emergency repairs. The Board shall notify the membership
of such an action at the next regular or special meeting of the
membership.
FISCAL YEAR
6.1 The
fiscal year of the Cooperative shall be the twelve (12) month period
ending September 30th of each year. The Cooperative shall cause its
books to be audited or reviewed at the end of each year in accordance with the requirements of RSA 301-A:30.
ANNUAL AND SPECIAL MEETINGS
7.1 The annual meeting of the members shall be held in the
month of September each year in Loudon, NH or at a place designated by
the
Board of Directors. An annual meeting of members is to be held at least once a year. Source: (RSA 301-A:21).
7.2 Notice of the time and place of the annual meeting and
the subject matter to come before it, shall be given in writing to each
member
at his/her address, and posted and maintained at a common
area not less than ten (10) days prior to the date of the meeting.
Source: RSA 301-A:23.
7.3 A financial report and proposed
annual budget of the Cooperative shall be made available to each member
no later than ten (10) days
before the annual meeting for approval by the membership at the annual meeting.
7.4 Special meetings of the membership may be called by the Board of
Directors or by petition of at least one tenth (1/10) of the members.
It
shall be the duty of the President to call such meeting to take place
within 30 days after such demand. Written notice stating the place,
day, hour
and purpose of the Special Meeting signed by at least
three (3) members of the cooperative shall be delivered personally or
mailed to all members and,
posted in a common area, not less than 10 days in advance of the meeting date. Source: RSA 301-A:21.
7.5
The principal guidelines of Parliamentary Procedures shall prevail in
case of any question not covered in these By-laws, and /or RSA
301-A.
BOARD OF DIRECTORS
8.1 The Board of
Directors shall consist of nine members who are residents of a
manufactured housing unit in the park and are members in
good
standing with the Cooperative. The Board of Directors shall be elected
by the membership at the annual meeting of the Cooperative, or at a
special
meeting held in place thereof. All newly elected directors will take
office thirty (30) days after elections or at the next Board of
Directors’
meeting whichever is first.
8.2 At each election
for Directors, every member entitled to vote shall have the right to
vote for as many persons as there are Directors to be
elected.
8.3 All Directors shall serve for a term of two years, except that at
the first election, the Vice President, Treasurer, Operations Manager,
Assistant
Secretary, and a Director at large will be elected for one-year
terms. No Director may serve for more than three consecutive
two-year terms,
or until their successors are duly chosen.
8.4 Vacancies which result from resignation or other means may be
filled by a majority vote of the Directors present at any regular
meeting
of the Board of Directors. The Director so appointed shall serve the remainder of the unexpired term.
8.5 Two signatures are required on checks and legal documents. No more
than one (1) individual from each member household may have
signing authority.
8.6 The Board of Directors shall be responsible for the day-to-day management and control of the Cooperative operations.
The
Board of Directors may from time to time set up committees and/or
ad-hoc groups to work on specific responsibilities. These committees
will
report to the Board of Directors and operate with only as
much authority as granted by the Board. Further explanation of these
committees may
be found in the Management Plan of the Cooperative.
8.7 Regular meetings of the Directors shall be held monthly.
Notice of the time and place together with the agenda of the Board of
Directors’
meeting shall be posted in a public place in the park.
8.8 Special meetings of the Directors may be held at the call of the
President or any two Directors. Written notice stating the place, day,
and
hour of any special meeting shall be posted in common area and
communicated personally to each Board member not less than three days
before
the date of the meeting.
8.9 Regular and Special
Meetings of the Board of Directors shall be open to the membership
except when the Board moves to an Executive Session.
Executive Sessions
are used only for purposes of protecting a person’s reputation and
confidentiality. Any decision based on an Executive Session must
be
made in a public meeting. By-laws Freedom Hill Cooperative Inc. December 28, 2001 5 Revised: January 9, 2005
8.10 At any meeting of the Board of Directors, a simple majority of the
number of Directors then in office shall constitute a quorum for the
transaction
of business. A majority of those present must vote in the affirmative
to pass a motion, once a quorum has been established.
8.11 Any
action required or permitted to be taken by the Board of Directors at a
meeting may be taken without a meeting if a written
motion is signed and approved by a majority of the Directors, a copy of which must be kept on file with Board minutes.
8.12 Directors shall serve without compensation, but shall be entitled
to reasonable compensation for expenses paid while conducting
legitimate
Cooperative business. Any expenses incurred must have prior approval by
the Board of Directors. All requests for reimbursement must
be
accompanied by receipts. Directors may receive compensation for freely
executed contracts approved by the Board or membership as the case
may require, so long as the contract is not related to their duties as a director.
8.13
Any Director whose actions are determined to negatively affect the
operation of the Cooperative may be removed by a majority vote of the
membership
at any regularly scheduled or special meeting of the membership where a
quorum is present, provided that a 10 day notice of the impending
vote
has been given to the Director who may be removed. Said notice of a
vote to remove shall only be made after a majority vote of the
Board
of Directors or after the Board of Directors receives a written
petition requesting the proposed removal, signed by at least 10% of the
membership.
Said resolution shall clearly state that a
majority vote of the membership will be needed to remove the Director.
The notice shall state the date, time
and place of the meeting
where said vote will be taken. Vacancies on the Board of
Directors, which result from a removal vote of the membership,
shall
be filled subsequently, by a vote of the membership at any regular or
special meeting of the members. This section does not restrict any
Directors’ voluntary resignation from the Board of Directors or from office.
OFFICERS
9.1 The officers of the Cooperative shall consist of a President,
Vice-President, Secretary, Treasurer, Operations Manager, Assistant
Treasurer,
Assistant Secretary, and any other designated position
as decided by the Membership. All officers are Directors of the
Cooperative and must meet the
requirements for being a Director.
9.2 Officers shall be elected by the Membership.
9.3 The President shall preside at all meetings of the Directors and
Membership and shall be the Executive Officer of the Cooperative.
He
or she shall manage the affairs and be responsible for the general
administration of the guidelines established by the Board and the
membership.
The President shall perform such duties
prescribed by the Board or are necessary to accomplish the objectives
of the Cooperative.
9.4 The Vice-President shall preside at all
meetings in the absence of the President and shall perform such duties
delegated to him/her
by either the Board or the President.
He/she shall report on the activities of the President to the Board in
the absence of the President.
9.5 The Secretary shall keep the
records of the Cooperative and these By-laws. The Assistant Secretary
shall assist as needed.
Amendments to these By-laws shall be
typed, noted, dated, and maintained with these By-laws, and copies
distributed to the membership.
He or she shall keep a true
record of the proceedings of all meetings of the Directors and
members. If the Secretary is absent from any such
meetings,
the chair may request that some person act as a recording secretary to
take the minutes. The Secretary shall also be responsible for posting
meeting notices, typing correspondence and maintaining and updating membership and resident lists.
9.6 The Treasurer shall have charge of all the funds of the Cooperative
and shall be responsible for all disbursements and collections.
The
Assistant Treasurer shall assist as needed. The Treasurer shall be
responsible for maintaining all financial records of the Cooperative
including
previous fiscal years; financial reports, bank
statements and returned checks, invoices, records and any and all other
financial records. The Treasurer
will see that all checks drawn on
Cooperative accounts shall bear the signature of at least two of these
three officers: President, Treasurer, or Secretary.
Each month the
Treasurer will oversee the reconciliation of the Cooperative accounts.
The Treasurer shall be responsible for having the books prepared
for the audit. The Treasurer may delegate any tasks to any member of the Finance Committee or a bookkeeping service.
9.7 The Operations Manager shall be responsible to see that the park’s
grounds, buildings, and physical systems are effectively maintained.
The Operations Manager shall chair the Operations/Maintenance Committee.
9.8 All officers of the Cooperative shall, subject to these By-laws and
to any vote of the Directors, have such powers and duties as the
Directors shall from time to time designate, in addition to the specific powers and duties set forth above.
9.9
Each Officer, Director, employee, and agent handling funds or
securities amounting to $1,000 or more in any one year shall be covered
by
adequate bond in accordance with RSA 301-A:29.
INDEMNITY
10.1 The Directors, Officers, and members shall not be personally
liable for the debts, liabilities, or other obligations of the
Cooperative.
10.2 Should any person be sued or threatened with
suit, either alone or with others, because he or she was or is a
Director, officer, or
employee of the Cooperative, in any
proceedings arising out of his or her alleged misfeasance or
nonfeasance in the performance of his or her duties
or out of any
alleged wrongful act against the Cooperative, indemnity for his or her
reasonable expenses, including attorneys fees incurred in the
defense
of the proceeding, may be assessed against the Cooperative, its
receiver, or its trustee, by the court in the same or a separate
proceeding
if (1) the person sued is successful in whole or in
part, or the proceeding against him or her is settled with the approval
of the court; and (2) the
court finds that his or her conduct
fairly merits such indemnity. The amount of such indemnity shall be so
much of the attorneys fees incurred
and other expenses as the court finds to be reasonable.
10.3
Should any person be sued or threatened with suit, either alone or with
others, because he or she was or is a Director, officer, or employee
of
the Cooperative, in any proceedings other than an action by the
Cooperative, indemnity for his or her reasonable expenses including
attorney
fees incurred in the defense of the proceeding may be
paid by the Cooperative if the person acted in good faith and in a
manner he or she reasonably
believed to be in or not opposed, to
the best interest of the Cooperative; any such indemnity shall be made
as authorized by majority vote of the
membership.
RECORDS
11.1 The records of the Cooperative shall be kept by the Directors then
in office and transferred to newly elected Directors upon change
over. Records of the Corporation shall be kept for the periods indicated by the following schedule:
A.
Articles of Incorporation, By-laws (originals and changes), Board lists
and Minutes (membership and board); as long as the corporation exists
plus seven (7) years.
B.
Financial Records (Accounts Receivable, Accounts Payable, and
Checkbooks); as long as the statue of limitations plus (3) three years,
more
if there is a recent law suit.
11.2 Records of the
Cooperative shall be open to the inspection of any member at a
reasonable time and place within 48 hours of a
member's request, limited to those items not protected under any Privacy Act.
AMENDMENT
12.1 The By-laws may be amended or repealed and new By-laws adopted by
a majority vote of the total membership, at any regular or
special
meeting, provided that notice of the proposed amendment shall be given
in writing to all members ten (10) days prior to such meetings.
After the ten (10) day
By-laws Freedom Hill Cooperative Inc. December 28, 2001 8 Revised: January 9, 2005
notice,
technical changes in wording or detail of the proposed amendment that
do not alter the subject matter shall not require an additional notice.
DISSOLUTION
13.1 Dissolution of the Cooperative shall be as
outlined in RSA 301-A:33. In the event of dissolution of the
Cooperative, the assets, after payment
of the Cooperative's debts and expenses, shall be distributed in the following manner:
I.
(a) The par value of the membership certificates or shares shall be
returned to the members. Amounts paid on subscriptions shall be
returned to
subscribers. The amounts allocated in distribution of
net savings under RSA 301-A:28 shall be returned to those members
entitled to them.
(b) If, after paying all debts and
expenses, there are not adequate assets remaining to return the par
value to all members, then the remaining
assets shall be
distributed to the members and subscribers in proportion to the amounts
paid in by each member on their membership fee.
II. Any surplus
remaining after the distribution in Paragraph I (a) (b) may be
distributed as a contribution to any cooperative association or other
non-profit
association to which contributions are deductible from income tax under
current Internal Revenue Service regulations, selected by a
majority vote of the membership
- END -
RSA’s available on request.
FREEDOM HILL COOPERATIVE BY-LAWS
Revised: 09/15/2010