By-Laws 1st Draft

Document with proposed changes to the by-laws:  ERUEV BY-LAWS draft_1[1]. Leave comments below or email Kate or Deborah.

21 Responses

  1. I have looked over the by-laws carefully, and will suggest a change to the staff section to cover my situation; resident member holding a staff position. I do not wish to give up my right to decision making in order to be paid to do this service for the ecovillage.
    The part of the by-laws that I am most interested in presently is section 2.2 Objectives. I see that this has not been touched by the committee, and I heard that the ‘mission’ committee will apply the brainstorming ideas we came up with at the meeting at Ken’s to these objectives. Can anyone tell me if this being done?
    It appears to me that following the present objectives we have become less an ecovillage and more a non-profit entity dedicated to promoting ecovillage living. I have experienced this in the work that I’m doing for the Farm Project. I find myself working primarily with people other than neighbors.
    And when we make decisions in the board meeting, we are primarily trying to agree how to deal with outside entities.

    It appears that was the intention when the ecovillage was begun.
    However, I moved here expecting to build community with my neighbors… not to be exclusive, but to be intentional about creating ways to sustain myself in collaboration with my neighbors. These creative solutions could then be shared with the wider community. A true model.
    I expected to invest my money in this creative model.

    I am finding instead that we are locked into the non-profit corporation that has done a great deal of good for the neighborhood and community, but caused great stress in trying to be financially viable (as with most non-profits).

    I find that I’m spending so much time and energy supporting and promoting the non-profit corp, that I have no time and energy to spend actually creating the permanent systems that will allow me and my neighbors to become less dependent on the mainstream economy.

    This is a dilemma for me and perhaps for some of you and some neighbors who have withdrawn from participation even while they love living here.

    How does this relate to by-laws?
    I suggest that the objectives be looked at carefully (by the mission committee) with an eye to making a place for participation on the neighborhood scale.
    I’m posting this and asking for thoughts about how to make the ecovillage work for the neighborhood.

    • “However, I moved here expecting to build community with my neighbors… ” and following. . .

      Ditto, Suellyn.

      This was, and is, the starting point for me.

      I perceive the current “revisionism” in which we are engaged as our intentional process of getting (back) on course. It leaves me hopeful.

    • The ERUEV was not formed by my account to influence others but to build a community on this street. I agree Suellyn that it seems less this way but I do not know why and I do not know how you can think the focus of the board meetings is for others outside Enright. The only parts of the ERUEV agenda that reach outside the street are the CSA/Farm Project and Locovors- both are willing to use our resources-let ERUEV pay for things they use and not feel any connection or responsibility for the ERUEV. Sharon

  2. I have offered these thoughts on/for the “visioning” process:

    Section 2.2 The objectives of Enright Ridge Urban Eco-village, Inc. are:

    Current
    1. To create a comprehensive community building, community development corporation.
    2. Work to revitalize the neighborhood around the Imago Earth Center in Price Hill, in Cincinnati.
    3. To encourage home ownership and make the homes and land in the Eco-village as ecologically friendly as possible.
    4. To foster a true community of people who care, support, learn, work and make decisions together.
    5. Serve as a model of urban revitalization.
    6. To do all things permitted to be done by not-for-profit corporations under the laws of the State of Ohio insofar as they are not inconsistent with the Articles of Incorporation of the corporation and the aforementioned purposes of the corporation and, in general, to exercise any, all and every power or authority granted.

    Revised
    1 To create a comprehensive community building, community development organization focused on ecological and social sustainability in a project area officially designated as the Enright Ridge Urban Eco Village
    2 To foster a true community of people within and through this project who support, and care and learn about, this initiative, and who work and make decisions together to accomplish this purpose
    3 To encourage home ownership and promote affordable equity opportunities within the designated project area for people who demonstrate a bona fide interest in this project and in actively participating in it
    4 To work to revitalize and invigorate the residential neighborhood and adjacent open spaces of the project area by discerning and promoting all practical means available to increase ecological sustainability and individual and community wide responsible environmental stewardship
    5 To serve as a model for revitalizing and re-humanizing urban spaces
    6 To do all things permitted to be done by not-for-profit corporations under the laws of the State of Ohio insofar as they are not inconsistent with the Articles of Incorporation of the corporation and the aforementioned purposes of the corporation and, in general, to exercise any, all and every power or authority granted.

  3. I love the comments and appreciate the feedback regarding the by-laws. I agree that there is still more work to be done in these revisions.

    That being said,

    I admit to being burnt out on trying to find solutions that can be agreed upon by the group. Part of me is beginning to think that we need to first adopt a PROCESS of making decisions and getting everyone to participate without resulting in harsh words, hurt feelings, and grudges.

    I am tired of dealing with a group of people who consistently resist changing thier minds. I am tired of leaving meetings feeling completely drained.

    So I agree with the thought that we need to develop a COMMUNITY of people who TRUST each other, which will result in COOPERATION.

    Where to go from here, I don’t know. But I do know that I need a break from the negativity. So I hope that more people will help with this process of revising the by-laws, because my experience this past month working with just one other person has drained what little enthusiasm I had for creating positive changes. I am not willing to continue that work without more help from the community.

    • As you all should know I’ve offered to participate in this effort, and have not been active in that due to not being informed in a timely fashion of meetings. Hopefully the cause of that has been resolved at the email level. It would be Very good to have more people invested in this (and every) activity, and it looks from the # of responses here that sufficient interest exists to make that happen.
      This is a significant task that we can get done.
      Visiting the matter of process seems sensible.

  4. I too feel drained too by some of the interactions I’ve had. For me, the organization provided some framework to function, to access and share resources, to head in the same direction. I never found it my only way of interacting with neighbors or creating change; it worked for me. Now, I am spending more time than I want dealing with trying to make organizational changes rather than personal connections and actions. To me, the bylaws are not the issue. I don’t have the answer but maybe there is a different way of conceptualizing what’s happening without burning everyone out and burning bridges with each other. peace on earth, dj

  5. suggested by jim D; section 2.2, item 3, What is meant by “promote affordable equity oportunities” . sounds like a section eight landlords dream. How will we know “bona fied interest and participation” in advance of a purchase.

    • I am especially interested in “fractional ownership” and assets/resources held in common. This is what the village part of eco village means to me.
      Quite the opposite of a section 8 scheme, these approaches allow entry into home ownership (i.e., an equity position) for people who are perhaps not able to go about it in the standard 30 year fixed way.
      Plus the EV would be in control of these properties anyway.
      Bona Fide (&c.) would likely be demonstrated sincerity through voluntary personal actions. (Put up, or, right?)

  6. I think that if a member of the ecovillage, someone who lives in and is invested in the community, is also a staff person of the ecovillage, they should have a full part of our decision making process. Even if at some point we decide to have unpaid or volunteer staff, or compensate staff in other ways than with pay, it would still discourage people in the community from taking a leadership role, such as Suellyn has done with the farm project.

    I also think that the process of revising our by-laws to ensure they are clear about how we make decisions and to provide a broad outline for the organization is not the process we should use to decide if the ecovillage should be a non-profit organization or not. That decision was made several years ago, and now we have property, financial obligations and decisions that have been made as a non-profit. If we were to dissolve our non-profit status, there would be a great deal of un-doing that would need to be done.

  7. I agree with both of the points made by Jennifer.

    Just want to add a THANK YOU to Deborah and Kate for putting all this work into this so far. Hopefully we can work together to go over them and ensure that they are sufficient without anyone feeling overwhelmed with the process. I like Deborah’s suggestion that we get together to talk about edits. I am available to do this on Monday, Wed. or Thursday of next week and would be happy to help as possible. The bylaws don’t need to be entirely re-written (in my opinion) but it wouldn’t hurt to re-visit them. I’m in process of looking over them and forming opinions, comparing them to by-laws of other organizations b/c I don’t know much of what we need/should have as per non-profit standards. As of now the only major revision I might think to add would be something not limiting us to consensus. Will be back to add more to this page as I have time.
    Peace,
    erin

  8. I guess I’m still confused on the “hiring of staff” section. If th ecovillage still doesn’t have any visible means of income on a regular monthly basis, how can we even think hiring staff without any means of paying them? Do we have a monthly “pass the hat” so our employees can pay their bills, or do we keep borrowing from Imago and Ed Huber, or do we stay within our means? It seems unrealistic to hire staff when we have no means to guarantee thier paychecks. Until that guarantee is possible, we might need to stick to volunteer participation only.

  9. I have also complied these additional thoughts and observations for consideration.

    It was suggested to me that a lot of this would go in (the) Policies and Procedures, in which case I would think those would be identified in the by-laws

    ARTICLE III: MEMBERSHIP

    Current
    Section 3.1 Members and associate members of Enright Ridge Urban Eco-village, Inc. will subscribe to the purpose of and be involved in objectives of the organization, and contribute an annual membership fee.

    Section 3.2 Membership is open to all those who live within the boundaries set up by the organization.
    Section 3.3 Associate members will be those who do not live within the boundaries of the Eco-village, but wish to support the effort.

    Revised
    Section 3.1 Members and Associate Members of Enright Ridge Urban Eco-village, Inc. will subscribe to the purpose of and be involved in the objectives of the organization, will contribute an annual membership fee as determined by the Board, and will actively participate in promoting and accomplishing the goals of the organization
    Section 3.2 Membership is open to all those who live within the boundaries of the Eco-village as presented in official publications of the organization
    Section 3.3 Associate Members are those who do not live within the boundaries of the Eco-village, but who wish to support the efforts of the organization and its members.

    Further, there could be additional categories, for example:
    Resident Member
    Participating Member (Actively engaged but lives outside the core eco village, perhaps)
    Associate Member (as currently defined)
    Supporting Member (contributes materially, and is formally recognized)

    ARTICLE 1V: BOARD OF TRUSTEES

    Section 4.1 The Board of Trustees (herewith called Board) will be made up of members who live within the boundaries of the Eco-village.
    Section 4.2 All decisions which affect Enright Ridge Urban Eco-village, Inc. shall be made by the Board unless, by resolution at such meeting, the power to make particular decisions is delegated to a member, staff or committee.
    Section 4.3 The Board will have standing committees as it deems necessary.
    Section 4.4 The Board will make all decisions by consensus of those present at the meeting. If consensus cannot be reached, a vote can be taken at a second meeting at which such issues are considered. Seventy-five percent (75%) of those voting must vote for the proposal in order for the motion to carry. An issue that cannot be delayed until a second meeting can be voted on at its first presentation, if consensus is not reached. A vote of 75% of Board members present would be needed to decide that the measure cannot be delayed.
    Section 4.5 A quorum will consist of no less then 10 members.
    Section 4.6 A member of the Board can be asked to leave a meeting if they are disruptive to the functioning of the meeting, after two notices by the presiding officer.
    Section 4.7 A member who has a conflict of interest or an appearance of a conflict interest in any decision will declare their conflict and abstain from being part of that decision.

    Revised
    Section 4.1 The Board of Trustees (herewith called Board) will be elected by members of the Eco-village. (This may be an alternative which some folks might prefer)

    Section 4.2 All decisions related to this project or Enright Ridge Urban Eco-village, Inc. shall be made by the Board at a regular or special meeting unless, by resolution at such meeting, power to make particular decisions is delegated to a member, to staff. or to a committee.
    Section 4.3 The Board will have published standing committees as it deems necessary.
    Section 4.4 The Board will make all decisions by consensus of those present at the meeting. If consensus cannot be reached, a vote will be taken at a later meeting at which such issues are considered. Seventy-five percent (75%) of those voting must vote for the proposal in order for the motion to carry. An issue that cannot be delayed until a second meeting can be voted on at its first presentation, if consensus is not reached. A vote of 75% of Board members present is needed to decide that the measure cannot be delayed.
    Section 4.5 A quorum will consist of no less then 10 members.
    Section 4.6 A member of the Board can be asked to leave a meeting if they are disruptive to the functioning of the meeting, after two notices by the presiding officer.
    Section 4.7 A member who has a conflict of interest or an appearance of a conflict interest in any decision will declare their conflict and abstain from being part of that decision.

    ARTICE V: OFFICERS

    Section 5.1 The officers of the corporation shall be President, Vice-president, Secretary and Treasurer. No person shall hold more than one office. Officers shall hold office on an annual basis and until the Board elects new officers.

    Section 5.2 Standing committee chairs will be selected by each committee and serve on an annual basis.

    Section 5.3 After notice and hearing, an officer can be removed from office for cause, by consensus or vote of the Board. The officer proposed for removal will not have a voice in consensus or vote.

    Section 5.4 The officers of the corporation shall each have such powers and duties as conferred by the Board.

    Section 5.5 An executive committee, made up of the officers and standing committee chairs will provide support and direction to the organization.

    Revised
    Section 5.1 The officers of the corporation shall be President, Vice-president, Secretary and Treasurer. The names and contact information and offices of the officers will be published in official publications of the organization. No person shall hold more than one office at one time. Officers shall hold office on an annual basis and until the Board elects new officers.

    Section 5.2 Standing committee chairs will be selected by each committee and serve on an annual basis. The names and contact information of the committee chairs will be published in official publications of the organization

    Section 5.3 An officer can be removed from office for cause, after notice and hearing, by consensus or vote of the Board. The officer proposed for removal will not have a voice in consensus or vote.

    Section 5.4 The officers of the corporation shall each have such powers and duties as conferred by the Board. These powers and duties will be published in official publications of the organization

    Section 5.5 An executive committee, made up of the officers and standing committee chairs will provide support and direction to the organization. The executive committee will meet in open session for stated reasons as announced in advance at regular or special Board meetings and will report the outcomes of such meetings to the Board at its immediately subsequent regular meeting

    ARTICE VI: MEETINGS

    Section 6.1 Regular meetings of the Board shall be held as deemed necessary by the Board.

    Section 6.2 Special meetings of the Board may be called at any time and for any purpose by resolution of the Board or by a demand for such a special meeting by any five (5) Board members. An honest attempt will be made to notify all Board members at least seven (7) days in advance of a special meeting.

    Section 6.3 An annual meeting of all of the members of Enright Ridge Eco-village, Inc. shall be held in November. Notification of the annual meeting of all of the members shall be publicized in Enright Ridge Eco-village, Inc. newsletter or such other format as the Board may determine from time to time.

    Revised
    ARTICE VI: CONDUCT OF BUSINESS

    Section 6.1 Regular meetings of the Board shall be held as established in official publications of the organization

    Section 6.2 Special meetings of the Board may be called at any time and for any purpose by resolution of the Board at a regular meeting or by a demand delivered to the president of the Board for such a special meeting by any five (5) Board members. All Board members will be notified at least seven (7) days in advance of such a special meeting in a manner defined by the individual Board member as recorded in the membership file of the organization

    Section 6.3 Open community meetings will be held on a weekly basis to serve as informal work sessions to discuss the business of the organization, to formally build community, and to foster open and active dialog related to developing and accomplishing the purposes of the organization.

    Section 6.4 An annual meeting of all of the members of Enright Ridge Eco-village, Inc. shall be held in November. Notification of the annual meeting of all of the members will be published in official publications of the organization and provided to individual members in a manner defined by the individual Board member as recorded in the membership file of the organization

    Section 6.5 The official standing committees of the organization are initially established as: Communications, Enright Ecology Group, Farm Project/CSA, Housing, and Long Range Planning. Organized activities related to this project will be published in official publications of the organization

    Section 6.6 The organization will maintain a web site to serve as an official publication of the organization. The Communications committee will have the responsibility for ensuring accurate and timely content on the web site.

    Section 6.7 The organization will produce a newsletter to serve as an official publication of the organization. The Communications committee will have the responsibility for accomplishing publication and distribution of the newsletter during the week immediately following a regular monthly meeting of the board

    Section 6.8 The By Laws of the organization will be published on the web site

    Section 6.9 The Minutes of all meetings will be published in the newsletter and archived on the web site

    ARTICLE VII: STAFF

    The executive committee shall be empowered to select and employ staff as it deems necessary to carry out the purpose and function of the Board and of this corporation.

    Revised
    The executive committee shall employ staff, as determined to be necessary and with the approval of their selection by the board, to carry out established interests of the Board and purpose and function of this corporation.

    ARTICLE VIII:
    No changes

    ARTICLE XIV:
    No changes

    ARTICLE X: AMENDMENTS OF REGULATIONS

    Section 10.1 These regulations may be amended or repealed and new Regulations adopted at a regular meeting of the Board or special meeting called for that purpose.

    Section 10.2 Changes in the regulations would need to be proposed at one meeting and voted on at a subsequent meeting.

    Revised
    Section 10.1 These regulations may be amended or repealed and new regulations adopted at a regular meeting of the Board or special meeting called for that purpose.

    Section 10.2 Proposed changes in the regulations will be presented at a regular Board meeting and voted on at a subsequent meeting specified for that purpose.

  10. I would like to offer an additional observation.
    It seems to me in reading through various published materials on this matter one theme stands out; we are weighing the difference between a community, where people make decisions and associate collectively, and an organization where power is vested in certain persons and entities who control the course of events.
    The fundamental question seems to me to be, who’s in charge? In my opinion, the current structure makes us all obligated to work for the iterests of the non profit and the alternative that is advocated is to reverse that.

  11. Hi,

    Good to see us use this forum – as one of many – and thoughtful comments. James, I much prefer the distillation of your thoughts as opposed to a whole bylaws revision where I feel overwhelmed at a glance, but that’s me.

    I hear the distinction between nonprofit organization and community, although some communities form nonprofits obviously. We are at the juncture we’re at and have a nonprofit and obligations and opportunities. Some residents don’t want to be part of that but want to be part of a community. It’s a good question, who is driving what? Diane, you brought up a fiscally responsible point about paid staff – minimally paid staff – but I wonder how the nonprofit could function without paid staff. It’s true, our membership dues are minimal and there is more income possible that way.

    Speaking of bylaws, we’ll meet Weds. Oct. 14th at 7pm so further comments welcome before then.

    cheers, dj

    • There might be a defining element here:
      If this is a non-profit, it requires staff,
      If this is a community, it is the “staff”.

      Furhter, I agree that, paid or not, any non-profit staff person should not have an existing member status compromised at all.

  12. I also would like to see emphasis put on the community aspect of the eco-village. However, changing the by-laws and organizational structure will not do that for us. In fact, my experience is that focusing on such will actually frustrate the attempt to bring about the real change people are interested in. It consumes a great deal of time and energy, frustrates people, and actually does not change much. My preference would be to make as few changes to the by-laws as we can, and then focus together on our vision for the eco-village. I like the appreciative Inquire approach to this – what is it we like about the eco-village, and how do we get even more of what we like. This approach, I believe, is life givinng, and can be really exciting, and can lead to developing the kind of eco-village we want to live in.

  13. It might be time to split the two trains of thought. The ERUEV ASSN could be the communtiy organization for potlucks, game nights, and all street events.
    The ERUEV LLC could be the non-profit that does the housing issue.
    It seems the evolution of thought shows two different elements that do not have to be compatible. There are a number of people on the e-mailings lately that really don’t have any interest in the corporate structure or funding of a non-profit and the responsibilities that go along with such an involvement, myself being one. The original purpose of the association seems to be getting overwhelmed by the unending discussion of by-laws and spending money that doens’t really exist at this point. The number of people on the e-mailings for the game night who do not want to talk business at all makes that clear.
    By spliting the two needs, we could could get back to the original purpose of the eco-village association as originally proposed.

  14. Wow, now this is what internet is good for! Allowing us to interact thoughtfully with friends and neighbors without having to go to a meeting. And since I’ve been away, I can catch up on what others have been thinking while I was gone.
    First, to answer the finance question in more detail, the non-profit structure has allowed the ecovillage to employ staff by accessing funds through Urban Appalachian Council (Americorps, this is how I’m being paid), through the foundation and through grants to accomplish certain objectives of the ecovillage. But it takes staff time and energy to manage outside funds in responsible ways. Being caught up in that was my initial dilemma expressed in my first post.
    These obligations cannot easily be divested now. And these are the obligations that Jim and Eileen have been dealing with and that have raised the issues that we’re dealing with now.
    The primary question before the board it seems to me, is: Do we want to continue handing over the responsibility for these obligations to Jim Schenk (and then criticizing him for how he carries them out) or
    2 do we want to change how the village operates (hire different staff, or place responsibility with volunteers)
    3 or do we start a process of divesting ourselves of these obligations?

    On another topic, I’m thrilled with the upwelling of interest in getting together as neighbors and the self organizing nature of what’s happened. I plan to attend the first social. However, like Jim D, I am more interested coming together around ecovillage interests like gardening, canning food, learning what others are doing for the earth and the wider community of beings, participating in the cycle of seasons with others. These are things that can make us a true ecovillage and make our community more resilient in the future.

    I have just returned from the Bioregional Congress at The Farm in Tenn. The Farm is a large intentional community that has survived in several cycles since 1971 when original hippies established it. It now sustains (on 3 sq. miles) nineteen resident owned businesses, and ten non-profit organizations. I do not mean to imply that all was, is and will be sweetness and light, however, their Basic Beliefs and Agreements seem to have help them create a thriving community.
    I’m perfectly happy to have the by laws tweaked via whatever way works for those who are into that… assuming we get to say yea or nay as a group. But I will be bringing to the group that works on Objectives, the outline of the Farm’s beliefs and agreements for consideration.
    Oh, and by the way, Erin, I participated in consensus decision making at the bioregional congress and am much more interested in keeping that as a way of work, if only we can have an orientation to the process as part of people joining up.

    • Suellyn (& all): Just to clarify — as I stated in my earlier comment I think we should not be LIMITED to consensus by the by-laws. I agree that an orientation would be helpful for people that don’t know how consensus works — but my biggest beef with the consensus process is how much TIME it takes. Sometimes that is OK and when there is time for it I agree that consensus is a great way to make decisions. However, we DON’T make all our decisions by consensus. We did not make the decision to purchase the last house by consensus, for example. There was not time at the meeting to even discuss that fully (I am not complaining about the purchase, by the way, just pointing out that consensus wasn’t used in a fairly big decision). I think that we should have an alternate way to make decisions when time is an issue and in the interest of having a process that works while still limiting our meetings to 2 hours. There are ways to word the bylaws that provide for this option while maintaining consensus as the main approach to decision-making…we can maybe talk about some of these at the meeting tomorrow. But please come to this issue with an open mind and not pre-determined that consensus is the best way and – importantly – the ONLY way.

    • Just to be picky, I’m especially interested in eco village development, strengthening, etc. (by-laws 2.2.4 to be exact) and embrace getting together as neighbors as one reward for success (such as we now enjoy here).

      I’m sure that’s what you were saying, of course.

      I think Diane’s perspective may be key. As was noted in the consultant report there is a continuum of what people think the eco village is, and what they want it to be, ranging from focusing on A Mission, to just folks who are gathering in community for that reason alone.
      Maybe we need to operate on two levels, with member option as a determinant of an individual’s involvement.

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