By-laws of the Students’ Co-operative, Inc.
1. (Mission Statement.) The mission of the Students’ Co-operative, Inc. is to promote the social and general welfare of the community by offering affordable, cooperatively owned housing to all students, regardless of race, color, creed, religion, national origin, sex, marital status, disability, public assistance, sexual orientation, gender identity, or familial status and thus influence the community to eliminate prejudice and discrimination in housing; and to initiate, coordinate, and otherwise participate in educational efforts and programs for the education of its members and others in the philosophy, principles, and practices of cooperatives.
2. (Governing of the Co-op.) The Students’ Co-operative, Inc. (hereinafter called the “Co-op”) is governed by its Members. The business and other affairs of the Co-op shall be managed by a Board of Directors (hereinafter called the “Board”). The actions of the Board, the Articles of Incorporation, these By-laws and all policies therein shall be binding to all members. All members may propose and vote on other decisions in House Meetings (see Section 3).
2.1 (Indemnification.) The Co-op may indemnify its Board, Directors, Officers, Members and other agents to the extent permissible by law in the State of Minnesota.
2.2 (Bonding.) The Officers and Managers of this corporation or any other agent who has charge of money belonging or owed to the Co-op may be bonded, as determined by the Board.
2.3 (Salaries and Payment.) No member of the Co-op, nor any other policy-making official of the association, shall, during their term of office, solicit, accept, or hold full or part-time paid employment from the Co-op, nor shall the Board of Directors offer or give paid employment to any Co-op policy making official while they remain in office.
2.3.1 (Reimbursement for Expenses.) Directors, Officers, Members, or other agents acting on behalf of the Co-op, may be reimbursed for reasonable, out-of-pocket expenses or services rendered.
2.4 (Types of Co-op Membership.) These will be two types of memberships permitted. Each individual may hold only one membership at a time.
2.4.1 (Resident Membership.) Any natural person whose permanent residence is owned and/or operated by the Co-op, who retains a valid Membership Agreement shall be considered a “Resident Member” of the association and is legally eligible to vote on the affairs of the corporation. A Resident Member is entitled to a private dwelling space and the commonly owned resources of the Co-op. They are entitled to run for election as a Board member.
2.4.2 (Advisory Board Membership) The purpose of the Advisory Board is to maintain the long-term welfare and sustainability of the co-op and provide guidance and expertise that Co-op members (who tend to reside in the Co-op for shorter periods) may not be able to provide. Any person who is elected to the Advisory Board is legally eligible to vote on the affairs of the cooperative. Advisory board members shall be actively interested in the long-term welfare of the Co-op, possess knowledge and experience regarding the long-term operations of the Co-op and cooperative organizations in general, and have sufficient availability to regularly provide guidance and advice to the Board of Directors. The Advisory Committee shall be composed of no less than two (2), and no more than three (3) members, all of whom will be Co-op alumni. An Advisory Board Member is allowed to speak and vote, in meetings, and is entitled to the additional powers described in section 2.7. An Advisory Board Member is entitled only to the specific benefits and privileges associated with their role, and is not eligible for any additional entitlements granted to other members, such as a private dwelling space.
2.5 (Admitting new members.) The co-op membership has the power to establish regulations, and provide procedures for admitting new Resident Members and ultimately terminating or limiting that corporate membership. Race, gender, religion, disability, nationality, sexual orientation, political belief, or other factors not relevant to successful participation in the Co-op shall not be the basis for determining membership status.
2.5.1 (Membership Eligibility) Applicants must meet the following criteria in order to be eligible for membership:
2.5.1.1 (Consent to live Cooperatively) Applicants must consent to live cooperatively and demonstrate an understanding of what that entails. The rules and details of this policy shall be outlined in the policy book.
2.5.1.2 (Criminal Background Screening) Applicants must undergo a criminal background screening and demonstrate that their admission to the co-op would not threaten the safety and/or wellbeing of present and future members of the co-op. The criminal background screening process shall be outlined in the policy book.
2.5.2 (Membership Quotas) The co-op must maintain the following membership quotas:
2.5.2.1 (University-Affiliate Threshold) 75% of co-op members must be students or staff at an accredited college or university. Applicants who do not have university affiliate status shall not be accepted as members if co-op membership is above this threshold.
2.5.2.2 (Income Thresholds) To remain compliant with IRS low-income housing guidelines, the co-op must maintain both of the low-income quotas outlined in 2.5.2.2.1 and 2.5.2.2.2. Applicants who do not meet these criteria cannot be accepted as members if the co-op is not fulfilling these thresholds.
2.5.2.2.1 (Minimum Low-Income Threshold) 75% of the units must be occupied by members who qualify as low-income as defined by the U.S. Department of Housing and Urban Development.
2.5.2.2.2 (Minimum Very Low-Income Threshold) Either at least 20% of the co-op’s units must be occupied by members that also meet the very low-income limit for the area OR 40% of the units are occupied by members that also do not exceed 120 percent of the area’s very low-income limit.
2.5.3 (Membership Agreement) Accepted members must sign a Membership Agreement to complete their application process. Membership status from this point on is determined by the faithful execution and faithful upholding of the terms outlined in the Membership Agreement. The Membership Agreement acts as an official Membership Certificate and, in lieu of corporate shares, signifies ownership of the Co-op. The content of the Membership Agreement is subject to a periodic change by the co-op membership.
2.5.3.1 (Eligibility to Board of Directors.) At the time of nomination, Board Officers and Managers must be Resident Members.
2.5.3.2 (Removal and filling of vacancies.) All Board Officers, Managers and Delegates may be recalled by an affirmative vote of the co-op membership, so long as the Officer or Manager in question is given the opportunity to defend themselves at a Special Board Meeting called for that purpose.
2.5.3.2.1 (Appropriate notice.) The Officer or Manager in question must be notified in advance of the Special Board Meeting.
2.5.3.2.2 (Temporary positions.) While special elections may be held, the President shall have the power to appoint a member of the co-op to temporarily fill vacant board positions. Those appointed or elected to fill a special vacancy shall serve until the next All-House Meeting or until a special election is completed, whichever is sooner.
2.5.4 (Resident Membership Fees.) Validation of the Membership Agreement is conditional upon the payment of a flat-rate security deposit and the Resident Member’s first invoice.
2.5.5 (Process to Advisory Board Member role.) Determination of Advisory Board Members will be determined by vote of the membership at each All-House Meeting in which there is a vacancy. Advisory Board Members stepping down may vote on their successors or vote for incumbent Advisory Board Members at the meeting. If there is a vacancy prior to the end of the term, an election shall take place at a House Meeting or Special Meeting within one month of the start of vacancy. Advisory board members must sign an Advisory Board Membership Agreement.
2.5.5.1 (Requirements of Advisors.) The Advisory Committee must attend All-House Meetings, all board meetings, and at least one monthly House meeting per semester. The Advisory Committee should see to it that the Board of Directors and all of the officers of the association act in accordance with the Articles and By-laws.
2.5.5.2 (Length of Term.) Term length for Advisory Board Members is 2 years before re-election is required.
2.6 (Termination.) The co-op membership may revoke the membership status of members using these rules.
2.6.1 (Termination of Resident Members.) The co-op voting membership may revoke the membership status of Resident members violating any provisions of the Membership Contract. Membership status shall not be affected until after an open hearing has been held at a legitimately held Special Members’ Meeting and is conditional upon the affirmative vote of two thirds of the entire co-op voting membership. Restrictions of membership shall not be considered at a Special Members’ Meeting unless the subject of the meeting has been communicated in advance to the member in question. All rights and privileges associated with membership cease for a member upon the termination of their Membership Agreement.
2.6.1.1 (Obligations.) Termination of a Membership Contract shall not relieve any former member from the obligation to pay dues, assessments, or other charges accumulated during their membership.
2.6.1.2 (Rights Not Transferable.) A member may not voluntarily or involuntarily transfer to another party their Membership, or any rights arising thereof, except in special cases of voting by proxy.
2.6.2 (Termination of Advisors.) Advisors may be removed from their position by the affirmative vote of two thirds of the entire co-op voting membership at an All-House Meeting, provided the minimum required number of Advisory Board Members is maintained by the end of the meeting. Advisor positions can be filled at the same meeting or another meeting.
2.7 (Emergency Powers of Advisory Board.) As stated in Section 2.4.3, the purpose of the Advisory Board is to maintain the long-term welfare and sustainability of the co-op. The Advisory Board shall maintain sufficient presence to identify major issues that threaten the long-term viability of the Co-op. In this case, the Advisory Board has the duty to play a more active role in the governance of the Co-op until the conflict has been resolved, using the process described in subsections 2.7.1-2.7.4. In addition, a member may request the facilitation of the advisory board using the process detailed in subsections 2.7.1-2.7.4 to resolve major house conflicts. However, the Advisory Board reserves the right to request that the house resolve the conflict independently. This process consists of the following steps:
2.7.1 (Notice of Concern.) Advisory Board submits a notice of concern in writing to the Board of Directors and calls a Special Board Meeting to discuss the issue (see Section 3.3).
2.7.2 (Required Meeting.) Within two weeks of this initial meeting, the Co-op resident membership has the right to conduct one special house meeting, without the Advisory Board present with the purpose of resolving the notice of concern. If the house chooses not to meet during this two-week period, the house has waived their right to a House Meeting without the attendance of the Advisory Board.
2.7.3 (Advisory Meeting.) Next, the Advisory Board attends a Board Meeting following the two-week period and determines whether the conflict has been sufficiently resolved.
2.7.4 (Insufficient Resolution.) If the Advisory Board members agree that the concern has not been sufficiently resolved by the house or the house has stated explicitly that it will not comply, the Advisory Board shall call a meeting with NASCO and the Board to discuss the item of concern and notify Co-op alumni by way of informal channels (email, social media, telephone etc.).
3.1 (Rules for any meeting) The following rules apply to all co-op meetings
3.1.1 (Virtual Meetings) Any meeting may be held virtually. All meetings held in person shall offer an option for members to attend remotely, via audio and/or video mediums. Members attending any meeting remotely are permitted to vote on any motion remotely.
3.1.2 (Rescheduling.) Any meetings that do not meet quorum must be postponed. Reschedule them as soon as possible.
3.1.3 (Waiver of Notice.) Any Board Member may waive notice of any meeting, before that meeting takes place. They can do this in writing or orally, or by being present at roll-call.
3.1.3.1 (Special Waiver Rule for All-House Meetings.) Attendance at an All-House meeting is an automatic waiver of advanced notice for that meeting, unless the Board Member specifically objects to their recognized participation prior to the start of the meeting on the grounds that the meeting has not convened lawfully.
3.1.4 (Facilitation.) The Presiding Director “(“Facilitator”) in question is appointed by the President at the start of the meeting (or preappointed by charter in the case of Committee Meetings). The Facilitator need not remain fixed throughout the meeting and may change upon the acquiescence of whoever is presiding at the moment. Meetings start and end upon declaration of the President, or Facilitator, or by the affirmative vote of the voting members present at the meeting .
3.1.5 (Voting.) Each voting member present at a Meeting is entitled to one vote per proposal. Any question of substance arising at a Meeting shall be decided by a simple majority, unless otherwise indicated in these By-laws or the Articles of Incorporation. All votes will be indicated orally unless a call is made for Division or a Roll Call Vote. Once an official vote is taken on a motion the matter is not open for further vote at that meeting.
3.1.5.1 (Absent automatic abstain.) If a voter who was present at roll-call for the meeting is not present to vote on a specific motion, their vote shall be documented as an “abstain.” If a voter joins the meeting after roll-call, they shall be documented as abstaining from motions passed prior to their arrival. An “abstain” vote shall neither count for or against the motion.
3.1.5.2 (Settling Ties.) The Presiding Director’s vote is reserved for settling a tie except in the election of Officers and Managers, in which there will be a runoff election.
3.1.5.3 (Vote by proxy.) Vote via proxy shall be permitted on a case-by-case basis upon a motion at the start of the meeting, except in cases otherwise permitted by State law.
3.1.5.4 (Motion to Vote Electronically.) Upon an affirmative vote at a Meeting, any motion may be deferred to a written or electronic vote open to all voters regardless of their attendance at that meeting. All voters must be notified of the text of the proposal. The motion is considered passed and effective when affirmed by the number of votes stipulated in the proposal or by the Articles, these By-laws or policy. Members of the Co-op shall be notified immediately of its effective date.
3.1.6 (Emergency Deliberation.) If any Board member believes a decision approved by the Board or House or an action taken by the Board or House is unlawful or in grievous violation of the Students' Co-operative mission, they may pause and/or delay the implementation of the decision by up to 14 days and require that the Board re-deliberate on their prior decision before further implementation. This motion for emergency deliberation does not require a second or a vote and passes automatically. This motion may not be used multiple times on the same decision.
3.1.7 (Recess.) Meetings may call for recess so long as they officially end by the start of the next scheduled meeting.
3.1.8 (Codification of the rules.) All permanent rules and regulations adopted under Section 3 and its subsections shall be codified in the By-laws, Articles of Incorporation, or Policy Book as required.
3.2 (Rules of Board Meetings.) Board Meetings shall be conducted at least five days before each regularly scheduled House Meeting. The purpose of Board Meetings is to review proposed agenda items for the upcoming House Meeting, finalize the Meeting Agenda, and discuss manager roles. Board Meetings are mandatory for all board members. Section 7 defines the roles included in the Board. 3.2.1 (Quorum) Quorum at Board Meetings is ½ of the total board membership.
3.3 (Rules of Special Meetings.)
3.3.1 (Calling a Special Meeting.) The President may call a Special Meeting of the house, the Board or of any committee; if not called by the President, then by written petition of thirty percent of the entire Board. If a President is on leave or there is no President in position, the Vice President may call a Special Meeting. If no President or Vice President are in position, any Board Member (including Advisory Board Members) may call a Special Meeting.
3.3.2 (Special Meeting Agenda.) Special Meetings shall be called for decisions that require action before the next regularly scheduled House Meeting or Board Meeting.
3.3.3 (Limitations.) Special Meetings cannot be held to amend the Articles of Incorporation or By-laws. To propose a change to Articles or By-laws, (3.6).
3.4 (Rules of All-House Meetings.) The All-House meeting is mandatory for all Resident Members and for the Advisory Committee. Its purpose is the election of the Board Members and all other roles defined in By-laws and policies, including the members of the Advisory Committee. Other decisions that may only be voted on at an all-house meeting include:
3.4.1 (Quorum of All-House Meetings.) Roll call will take place at the start of the meeting. Quorum will be 75% of the Resident Members, rounding up at roll call.
3.4.2 (Meeting Agenda.) Conspicuous notice of an All-House Meeting shall be given at least one (1) month prior to the day of the meeting. The announcement shall specify the meeting’s time, place, agenda, a list of all the positions up for election, and the basic expectations of those positions.
3.4.2.1 (Advisory Board.) All members of the Advisory Board will be notified of the Meeting’s agenda, specific issues of significance and the time of the scheduled meeting at time of posting. They will also be notified of any changes to the agenda or schedule.
3.4.3 (Mandatory Positions.) At the end of the meeting, all positions outlined in Section 7 (Board Members.) must be filled by election or by the incumbent. The Secretary will collect signatures of all these members for filing the annual Business license with the City of Minneapolis by the last day of the year (December 31).
3.4.4 (Election and terms of service.) All Co-op Officers and Managers shall be elected at an All-House meeting and will serve one-year terms. They shall serve until their successor is chosen, unless they resign or they are recalled. There is no limit to how many consecutive terms an Officer, Manager, Delegate or Advisor can retain their position.
3.4.4.1 (Elections.) Elections for all vacant electable positions are currently held three times a year at the All-house Meetings. They should be held on the first Sunday of September, January, and May. In addition, members have the opportunity to run for any electable position they would like to, if placed on the agenda of any House Meeting.
3.4.4.1.1 (Rules of Elections.) One position is voted on at a time, in the order they became available. Speeches may be submitted by all candidates. Voting is completed (by any combination of blind voting or instant electronic voting). During elections, each voting member must rank the candidates. (i.e.; their first pick should be the number one choice, their second pick the number two choice, etc.) The votes are tallied and optimized for rank choice. Results of an active election must be announced before the meeting can proceed to voting on the next position.
3.4.4.1.1.1 (Settling Ties.) In the event of a tie, the tie will be announced, and the decision will be publicly executed on the spot by a randomizer (e.g.; digital randomizer or coin toss).
3.4.4.1.1.2 (Multiple Candidacies.) If a member did not get elected to a position they ran for, they may still run for another position available, up to a total of 4 electable positions per meeting.
3.4.5 (Required Budget at Autumn All-House.) The Co-op must approve and maintain a budget for each fiscal year at its Autumn All-House meeting, and may allocate funds accordingly. (See Section 4 for Finance rules.)
3.4.5.1 (Budget adjustments.) The budget can be reviewed and changed at other meetings throughout the year.
3.5 (Rules of House Meetings.) House Meetings determine house policies and rules, to maintain safety and regulate day-to-day life in the Co-op.
3.5.1 (Quorum of House Meetings.) Roll call will take place at the start of the meeting. Quorum for House Meetings will be 30% of the Resident members, rounding up, at roll call.
3.5.2 (Conflicts with By-laws Not Allowed.) House Meetings may not pass any rules or policies that conflict with the Co-op’s By-laws, and House Meetings may not introduce any new monthly fees or charges.
3.5.3 (Allowed Regulations.) House Meetings may pass the following:
3.6 (Rules of By-law Meetings.) There will be no voting to pass/fail proposals at any By-law meeting. The meeting itself will only be for discussion and revision of proposals for By-law changes. Finalized proposals shall be posted conspicuously for the entire voting membership to vote on and sign.
3.6.1 (Calling a By-laws Meeting.) Any co-op member may contact the board to request a By-laws Meeting by submitting a proposal to the Board. The Board must approve this request by a simple majority. The meeting will then be held no earlier than the third Sunday after the proposal’s submission. The meeting will be facilitated by a Board member.
3.6.2 (By-law Meeting Agenda.) Conspicuous notice of a By-law Meeting shall be given at least two weeks prior to the day of the meeting. The announcement shall specify the meeting’s time, place and agenda.
3.6.2.1 (Advisory Committee.) All members of the Advisory committee shall be notified of the Meeting’s agenda, specific issues of significance and the time of the scheduled meeting at time of posting. They will also be notified of any change to the agenda or schedule.
3.6.3 (Quorum.) Roll call will take place at the start of the meeting. Quorum for By-law Meetings will be 50% of the Resident members, rounding up at roll call.
3.6.4 (Division of time.) Each proposal will be allotted a minimum time, determined by dividing the length of the meeting (2 hours) by the number of proposals.
3.6.5 (Voting on By-law proposals.) Immediately following the By-law meeting, the following will be posted together in a public space or communicated to the entire voting membership via email:
1. The original By-laws language.
2. The original proposal, and any revisions to the proposal that result from the meeting.
3. The final language of the By-laws should the proposal pass.
4. The minutes from the By-law meeting.
4. The rules about By-law voting.
5. Sign up sheets where Resident members will sign their name saying if they vote “yes” or “no” to the proposal.
The minutes from the By-law meeting will be posted no later than one week following the meeting. At the end of exactly two weeks, the votes will be counted on the sign-up sheets. A By-law proposal will pass with support of ¾ of the entire co-op voting Membership, rounding up (e.g.; ¾ x 31 Resident Members ≍ 24 Resident Members in approval to pass).
3.6.6 (Voting to End or Extend Discussion.) If a majority of the members present at the meeting vote to end discussion on a particular proposal, then discussion is over. If a majority of the members present at the meeting vote to extend discussion on a particular proposal, then discussion may go beyond the originally allotted time.
3.6.7 (Issues not Concluded at the By-law Meeting.) A proposal may not come to a final revision at the By-law meeting under either of these conditions:
1. The minimum time is reached before a final revision of a proposal is agreed upon, and a majority of the members present vote not to extend discussion on the particular proposal.
2. If a majority of the members present vote to end discussion before a final revision of the proposal is agreed upon.
If a final revision is not reached, it is the responsibility of the person proposing the By-law change to organize another By-law meeting to continue discussion and revision of the proposal.
4. (Business and Finance.)
4.1 (Fiscal Year.) The fiscal year of the Co-op shall begin on the first day of September and end on the last day in August of the succeeding year.
4.2 (Transparency.) The financial records of the organization, including any audits by third parties, shall be made available to the Resident Members and Board upon request.
5. (Deposits, Dues, and Debts.)
5.1 (Deposits.) Each member shall pay the Co-op upon execution of their contract a security deposit. The amount and rules shall be codified in the Policy Book. Upon termination of a membership contract, this deposit shall be returned to the member plus any applicable interest and minus any applicable fees and assessed damages. The amount and rules shall be codified in the Policy Book.
5.1.1 (Streamlined Re-application Process) Members who move out and terminate their membership may leave their security deposit with the co-op for up to 18 months. Leaving a security deposit with the co-op shall entitle the member to an expedited re-application process at the discretion of the Membership and Recruitment Manager. Leaving a security deposit at the co-op does not provide any other rights, privileges, duties, or obligations of membership. Individuals who leave their deposit are not considered members of the cooperative but are not eligible to run for the advisory board while their deposit remains with the co-op.
5.2 (Dues.) Each resident shall pay monthly dues to the Co-op.
5.3 (Debts.) The Co-op shall have a debt policy codified in the Policy Book.
6. (NASCO Membership.) The house is a current dues-paying member of NASCO, North American Students of Cooperation. All Co-op members will pay any required NASCO membership fees as part of their monthly dues. The amounts and rules shall be codified in the Policy Book.
7. (Board Members.) The Co-op’s Board includes the executive officers listed in the Articles of Incorporation (7.1), Advisory Board Members (2.4.3), and other Managers (7.2). Board members are elected at All-House Meetings (section 3.1).
7.1 (Executive Officers.) The following executive officers are members of the Board of Directors and are elected from the Resident Membership: President, Vice President, Secretary, and Treasurer.
7.2 (Other Manager Positions) These co-op managers, also elected from the Resident membership, are also members of the Board of directors: Recruitment and Orientation Manager, Maintenance Manager(s), Education Manager, and Food Manager.
7.3 (Further Responsibilities.) The Managers’ and Executive Officers’ duties outlined shall be outlined in the policy book.
7.4 (Leave of Absence.) Any Board Member may petition the Board for a leave of absence. During such leave, that individual shall not be considered a Board Member for quorum and other purposes. An official leave is valid only upon the affirmative vote of the Board.
8. (Implementation and Emendation.)
8.1 (Policies.) All other Co-op rules and regulations not included in these By-laws may be subject to amendment, repeal and immediate implementation by an affirmative vote at any properly convened meeting.
8.2 (Dissolution.) Consistent with the parameters set forth in the Articles of Incorporation and Minnesota State law, in the event of dissolution, the Co-op shall designate an affiliate of NASCO as the recipient of any surplus after all obligations have been paid.