Editing ELS3/OperatingAgreements
From WikiDotMako
The edit can be undone. Please check the comparison below to verify that this is what you want to do, and then publish the changes below to finish undoing the edit.
| Latest revision | Your text | ||
| Line 1: | Line 1: | ||
Remember to sign your comments. An easy way to sign is to add ~ 4 times. [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET) | Remember to sign your comments. An easy way to sign is to add ~ 4 times. [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET) | ||
== Draft | === Draft === | ||
* The LLC will operate using consensus decision-making. Every member will need to agree/support a decision and we shouldn't move forward if somebody feels strongly enough that they are absolutely opposed. This will cover decisions around: | |||
* The LLC will operate using consensus decision-making. Every member will need to support a decision and we shouldn't move forward if somebody feels strongly enough | ** Dispute resolution | ||
** Addition of renters | ** Addition of renters | ||
** Addition of new members | ** Addition of new members | ||
| Line 10: | Line 10: | ||
** Renovation | ** Renovation | ||
** Refinancing | ** Refinancing | ||
* Process | * Process | ||
** If the need arises, any member may call for a synchronous meeting to reach a consensus decision. The secretary must schedule a meeting in these cases within a month and should endeavor for all members to be able to attend, but must ensure at least a majority of members. If the secretary fails to organize such a meeting in this time frame, the member calling for the meeting may organize their own meeting with at least a majority of members, which will be considered valid. | ** If the need arises, any member may call for a synchronous meeting to reach a consensus decision. The secretary must schedule a meeting in these cases within a month and should endeavor for all members to be able to attend, but must ensure at least a majority of members. If the secretary fails to organize such a meeting in this time frame, the member calling for the meeting may organize their own meeting with at least a majority of members, which will be considered valid. | ||
* Governance-related record-keeping | * Governance-related record-keeping | ||
** All actions taken on behalf of the entity will be kept durably by a designated secretary (decided upon by the group), in a shared location accessible to all members | ** All actions taken on behalf of the entity will be kept durably by a designated secretary (decided upon by the group), in a shared location accessible to all members | ||
*** | |||
* Limits on sales by a member | |||
** A member may give notice to the LLC of their intent to withdraw. When doing so they have two options | |||
*** The member may ask to be reimbursed as they withdraw. The LLC would purchase back that financial amount within 6 months. the member would loose their right to vote in LLC matters. At the future dissolution of the LLC, the former member would receive their share of the difference between initial and final value of the LLC if it is positive. | |||
*** The member may choose to retain their financial stake as they withdraw. the member would be allowed to vote for matters of refinancing or dissolution of the LLC, but not for changes in renters, members, or day to day operations. In this state, the member would be able to be subsequently 'bought out' by a prospective new member. | |||
* Limits on use of the property | * Limits on use of the property | ||
** The property will not be operated as a hotel or AirBnB. | ** The property will not be operated as a hotel or AirBnB. | ||
** '''The property will not be used as a long-term rental. (should check seattle rules)''' | ** '''The property will not be used as a long-term rental. (should check seattle rules)''' | ||
* Grounds for expulsion | |||
* Grounds for expulsion | |||
** A member may request the removal of another member through a standard governance process. | ** A member may request the removal of another member through a standard governance process. | ||
** The person who is being decided against shouldn't get a vote in the consensus decision. | ** The person who is being decided against shouldn't get a vote in the consensus decision. | ||
** | ** We would need to make these decisions one at a time in the order they were proposed. | ||
=== Proposal for financial stuff === | |||
* After the initial purchase, shares | * After the initial purchase, shares will be divided up among individual members based on their contributions to the downpayment, fees, and any inspections incurred in the purchase of the home, where each individual gets a number of shares that are proportional to their contribution. We'll have some system for recording and tracking this. | ||
* Going forward, contributions for monthly mortgage payments, property taxes, and house insurance will also result in a proportional number of shares based on contribution. | * Going forward, contributions for monthly mortgage payments, property taxes, and house insurance will also result in a proportional number of shares based on contribution. | ||
* Payments for any | * Payments for any house maintenance, purchase/repair/replacement of appliances, and contributions to an emergency fund will all be in the category of ''further contributions'' to the house/LLC or something like that. Any of these contributions will also result in a proportional number of shares based on contribution. For something to be considered an expense in this category, the group must decide to do this based on our normal processes. If someone purchases an appliance independently, that's fine, but it remains their property. | ||
* For monthly payments and for any further contributions like those listed above that are agreed upon, everybody is committed to contributing an equal share in the same way we do for the mortgage payments and such (i.e., 1/n of the total cost where n is the number of members). If everybody agrees, we can always change this distribution for a specific transaction, and the shares will be distributed according to whatever we decide. | * For monthly payments and for any further contributions like those listed above that are agreed upon, everybody is committed to contributing an equal share in the same way we do for the mortgage payments and such (i.e., 1/n of the total cost where n is the number of members). If everybody agrees, we can always change this distribution for a specific transaction, and the shares will be distributed according to whatever we decide. | ||
* Everybody can purchase shares from other people in the LLC up until they have a set of shares that are equal to whoever has the largest share at the time. So, if everybody took full advantage of this, everybody would have equal shares. However, some people may have lower shares based on unequal contributions to the original purchase. | * Everybody can purchase shares from other people in the LLC up until they have a set of shares that are equal to whoever has the largest share at the time. So, if everybody took full advantage of this, everybody would have equal shares. However, some people may have lower shares based on unequal contributions to the original purchase. | ||
| Line 48: | Line 41: | ||
* If we sell the house or somebody decides to leave, they are entitled to their proportion of the house's value and other LLC assets based on the shares. | * If we sell the house or somebody decides to leave, they are entitled to their proportion of the house's value and other LLC assets based on the shares. | ||
* If somebody joins the LLC after purchase, they start with no shares but are on the hook for everything else put above and can buy up in the way that is listed above. If the mortgage is not paid off, they would also need to be added to the mortgage or whatever the lender requires in order to make this happen. That will probably require getting a new mortgage, but that's up to the lender. | * If somebody joins the LLC after purchase, they start with no shares but are on the hook for everything else put above and can buy up in the way that is listed above. If the mortgage is not paid off, they would also need to be added to the mortgage or whatever the lender requires in order to make this happen. That will probably require getting a new mortgage, but that's up to the lender. | ||
* If somebody needs liquidity and/or wants out, they can ask for any amount up to their share of the total value of their shares at any point. Others can either buy those shares from them in cash they have (even if it upsets the distribution) or the group can choose to refinance the home as a way of getting that money to distribute it. If folks can't or don't want to do those things, the group would commit to selling the home in order to get the person who needs money or needs to leave their shares. There are details on how this would happen above already. | |||
Also, we should have an emergency fund that works like this: | |||
* | * The target value of the fund should be 5% of the tax-assessed value of the home assessed at some point in the year. | ||
* If we are lower than the value, everybody agrees to pay a minimum of some amount to the fund monthly. My suggestion is 0.04% of the assessed value. (With a 2m assessed value, this is $800/month, meaning it would take two years to build up the complete 5%). Folks could always pay more to this if want up to the target value of the fund, even if it meant that they increased their shares. | |||
* Contributions to this fund are treated like other contributions to the house value in terms of funds and proportions. | |||
** Distributions of the fund are made through the normal process. | |||
** In the case of a sale or someone leaving, the value of the fund will be added to the value of the house for the purposes of someone leaving/being added/whatever. | |||
== Discussion of Proposed Policies == | === Discussion of Proposed Policies === | ||
[Related to all these, I prefer that we make rules only for financial decisions (direct (e.g., mortgage) or indirect (sublet)). Thoughts? [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET)] | [Related to all these, I prefer that we make rules only for financial decisions (direct (e.g., mortgage) or indirect (sublet)). Thoughts? [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET)] | ||
| Line 73: | Line 58: | ||
*** Any member may propose an action to be taken on behalf of the entity by messaging the action to the full set of members on an approved communication channel. | *** Any member may propose an action to be taken on behalf of the entity by messaging the action to the full set of members on an approved communication channel. | ||
*** If nobody else contests the action within a week from receiving it, it is considered ratified. | *** If nobody else contests the action within a week from receiving it, it is considered ratified. | ||
*** If everyone affirms the action, it can be ratified sooner. | *** If everyone affirms the action, it can be ratified sooner. | ||
*** If anyone else contests the action it will be brought to a vote of the membership. | *** If anyone else contests the action it will be brought to a vote of the membership. | ||
| Line 157: | Line 141: | ||
*** Consult with a zombie epidemiologist [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET) | *** Consult with a zombie epidemiologist [[User:Mika|Mika]] ([[User talk:Mika|talk]]) 22:23, 18 February 2024 (CET) | ||
== Resources == | === Resources === | ||
Condo Association handbook | Condo Association handbook | ||
| Line 172: | Line 156: | ||
https://docplayer.net/17757078-River-edge-cohousing-llc-1-operating-agreement.html | https://docplayer.net/17757078-River-edge-cohousing-llc-1-operating-agreement.html | ||
== Misc / Not fully structured thoughts == | |||
=== Misc / Not fully structured thoughts === | |||
* Our friends on the east coast thought of a few unlikely scenarios that we may/may not need to think about. For example, if any of us decides to have kids, what kind of rights would the kids have? | * Our friends on the east coast thought of a few unlikely scenarios that we may/may not need to think about. For example, if any of us decides to have kids, what kind of rights would the kids have? | ||
