• BoardOfDirectors

CHEA Board and its internal replacement for governance at Sasona

The only board of directors (BOD) that can be specified is the CHEA Board, because CHEA is where the 501(c)3 registration exists.

Two representatives to the CHEA Board are elected from each residence house it supervises (currently Sasona and La Reunion). The functions of the CHEA Board are specified by the CHEA By-Laws and by some sections below. The board itself chooses who occupies the following positions:

• Board Chair
• Treasurer
• Secretary
• Member At Large
• Community Representative

On 8 Feb 2015, a business meeting of the Sasona Cooperative voted 12-1-1 that the entire membership of the House, acting as a committee of the whole, should be specified instead of “Board” or “BOD” regarding internal governance.

Below is a list of house rules formerly referencing "Board"or "BOD" before LaReunion and a superordinate CHEA Board were formed, updated to reflect the above vote. In most instances they specify the House as the responsible agent instead of House Director or Board. Certain other changes were made to eliminate items that clearly reflected the 21st Coop, rather than what is done at CHEA/Sasona. They were worked out by Tom Page and Oliver Markley, following the 8 Jan. meeting. [Please note for historical context that this list was originally assembled in Feb 2010 by Patrick Parker, who said about it that "these House Rules were voted on when the house was only one week old (July 8th, 2002), and have not been updated as far as I know. The board rules are based roughly on College Houses student co-ops, which has a strong central board overseeing 6 co-ops."]

Sasona House Rules

1.2. A member in good standing is: 1.2.1. A person who has no debt to CHEA over $100 or is on a payment plan.

1.6. The House will:

1.6.1. Adopt uniform rules as needed.

1.6.1.2. Hear appeals from members as provided by these rules.

2.1. Applicants must complete an application for the house approved by the House.

3.3. Contract Forms: All membership contracts should be on standardized forms approved by the House.

3.6. Contract Signing process.

3.6.1. Signature authority: The Membership Coordinator normally signs membership contracts; the Steward may also sign contracts if necessary.

3.6.2 If requested, the Membership Coordinator can extend a contract for less than the normal six month lease upon approval from the House.

3.7. Contract break procedures:

3.7.1. Automatic contract breaks: members may obtain a complete contract break for the reasons outlines below and generally don't require House approval.

3.7.2. A contract break fee shall be charged as decided by the House.

3.7.3 Contract breaks without break fee may be approved by the House if an approved applicant is ready to move in upon leaving the room.

3.8.1.1. Non-appearance: At any time 7 days after the beginning of a contract, the Membership Coordinator may void a contract of a person who has not arrived provided there is suitable replacement ready to move in.

3.8.1.3. Non-payment of debt: Renewed contracts may be voided by the Steward in consultation with Membership Coordinator and Treasurer by giving 7 days notice of nonrenewal of the contract.

3.8.1.5. Appeals: Appeals: Any person having a contract voided because of debt to CHEA, may appeal the action to the House, first; and — if it is alleged that house policies or relevant public laws have not been followed — then to the CHEA Board.

4.3. Enforcement of contract: Persons have the responsibility to report violations of CHEA and/or Sasona house policies to the Steward, who has the responsibility for the implementation of policy in the house. It is the Steward’s responsibility to report the complaint\violation to whomever is in violation of the policy. If the violation is not corrected within a reasonable time, or the complaint is of such seriousness that immediate action is required, then the Steward will take necessary actions but will clear these actions with the house ASAP.

4.3.1. The CHEA Board will act as the final authority in contract violation issues.

4.5.1. Notification: the Steward will initiate an eviction with a formal notification. This notice will be on a standard eviction form approved by the House, and will be delivered to the person by the Steward or designated deputy in accordance with the procedures outlined in the membership contract.

4.5.4. Appeal: Within that 7 days, the respondent may appeal to the House' or to a relevant public court.

4.5.6. Respondent Actions: a person receiving an eviction notice may negate the eviction:

4.5.6.1. By paying the debt to within limits for a member in good standing prior to the date on the eviction notice. (No checks or debit cards will be accepted)

4.5.6.2. By appealing to the treasurer for relief from the full payment at that time.

4.7.6. Appeal: A person who is evicted through the house process has the right to appeal to the CHEA Board. The Decision of the CHEA Board is final.

4.7.7. Administration: The CHEA Board and Sasona Steward will process any paperwork necessary to enforce the decision.

4.10. Grievance procedures.

4.10.1 Mediation-oriented grievance procedures (see Mediation FAQ section for more detail): Members should bring their concerns first to the individual(s) involved, then to the Steward or a mediator. Normally, grievances should be settled via mediation; and if that fails, by house review of the situation (e.g., in a membership review).

4.10.1.2 One-on-House mediation: if the grievance is about general, house-wide attitudes, behavior or conditions, then "one-on-house" mediation can occur.

4.10.2. General grievance procedures: A member may come before the House to request a decision on concern. This could be an accusation of harassment, an eviction for labor, or any act of uncooperative behavior.

4.10.3. The House will hear and deliberate over the complaint.

4.10.3. If a committee is formed to investigate the concern, it should meet at the earliest possible date. This date should be days, not weeks, from when the complaint is brought up by the member.

4.10.5. Meetings: The meetings should be held at a neutral location. There may be as many meetings as the committee feel are necessary.

4.10.6. Decision: The committee will write the decision and present it to the member. If that is not possible, then the Steward will be given the decision for presentation. The minutes and decision should be given presented to a house meeting for approval and filed with the minutes. The House decision is final.

4.10.7. Appeal: An appeal to the CHEA Board can only be made if it is alleged that the House failed to follow its own procedures in good faith. decision.

7.7. Deposit: A $500 security deposit is required when a person signs their residential contract. As long as that person resides at the house, the deposit will be held in Sasona House funds. When a person leaves Sasona, a check-out form must be filled out and given to the Membership Coordinator. No refund is paid without this form.

13. Upholding Standards: The house is self-managing, but shall maintain the facility standards set by the Sasona House and CHEA Board of Directors.

13.5.2. The Steward should be notified if the corrective action will require extensive repair or if the City must be notified.

19.2. Prohibition of Sexual Harassment: CHEA's policy is to maintain an environment free from harassment and intimidation. Sexual harassment is expressly prohibited, and offenders are subject to disciplinary action. CHEA defines sexual harassment as unwelcome sexual advances or requests for sexual favors, or other verbal or physical conduct of a sexual nature, by any member or guest, when the intended or perceived effect of such conduct is to create an intimidating, hostile or threatening environment for any other member or guest. Whenever possible, complaints or sexual harassment should be dealt with at the house level rather than the CHEA Board. However, no member should feel intimidated about seeking relief from sexual harassment. In all proceedings, CHEA and Sasona officers and shall maintain the confidentiality and the rights of the individuals involved to the fullest extent of the law.

CHEA Bylaws

Read the complete Bylaws here: CommunityHousingExpansionBylaws

Here are some sections particularly relevant to the Board:

Article IV

Section 4. Term of Office. The term of office for directors shall be a year and a half. Directors may be reappointed or reelected to a second term, after which the director shall be ineligible for reelection to the Board for a period of not less then one (1) year.

Section 6. Removal and Resignation. Any director may be removed, either for cause or without cause at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors fixed by these bylaws, provided that the notice of the meeting shall state the the removal of directors is to be considered. Any officer or director may resign at any time by sending written notice by certified mail to the Chairperson of the Board. the resignation shall take effect at the time specified, but in case before notice is recieved.

Section 7. Regular Meetings. Regular meetings of the Board shall be held at such places and at such times as may from time to time be determined by the Board, subject to all provisions for notice, as provided in these Bylaws. There shall be not less than six (6) regular meetings of the Board each year.

Section 12. Quorum. At all meetings of the Board, the presence of a majority of the number of directors in the office shall be necessary and sufficient to constitute a quorum for the transaction of business. If at any time a director suggests the absence of a quorum, the roll shall be taken immediately to determine if a quroum is present. in the absence of a quroum the meeting may be adjourned to such a time and place as determined by the Board when a quorum will be present. No notice, other than announcement at the meeting, shall be required to continue the meeting of the Board.

Section 13. Actions of the Board. The act of a majority of the directors present in person at any meeting where a quorum is present shall constitute an act if the Board of Directors, unless a different number is specifically required by these Bylaws.

Section 14. Voting and Proxy. Directors shall be present in person to vote, provided that with reasonable notice to the Board Charperson, a director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously. Proxy voting shall not be allowed.

Section 15. Consent. Any action permitted or required to be taken at any meeting of the Board may be taken without a meeting if consent in writing setting forth the action to be taken shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote of the Board.

ARTICLE V

Section 1. Elected Officers. The elected officers of the Corporation shall be a Chairperson, a Secretary, and a Treasurer.

Section 6. Chairperson. The Chairperson shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the president or chairperson of a corporation. All powers and duties of the Chairperson shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.

Section 7. Vice-Chairperson. The Vice-Chairperson shall, in the absence of the Chairperson, perform the duties of Chairperson of the Corporation, and shall have such other powers and duties as may from time to time be determined by the Executive Committee or the Board.

Section 8. Secretary. The Secretary shall keep and maintain all records of the Corporation unless otherwise specified in these Bylaws; in the absence of the Chairperson, perform the duties of Chairperson of the Corporation; shall see that proper notice is given for all meetings of the Board; shall keep, or cause to be kept, accurate and true records of all proceedings of meetings of the Board; shall post all minutes within five (5) days after the meeting of the Board; shall ensure that minutes of the previous meeting(s) and all related documents are send to directors at least five (5) days prior to the next meeting; and in general, shall exercise all powers usually pertaining to the Secretary of a corporation. All powers and duties of the Secretary shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.

Section 9. Treasurer. The Treasurer shall be the chief financial and accounting officer of the Corporation; shall have active control of and be responsible for all accounts and finances of the Corporation; shall supervise all vouchers and requests for payment by the Corporation including records pertaining thereto; shall prepare or cause to be prepared accurate and understandable monthly financial reports of the finances of the Corporation; shall prepare or cause to be prepared financial statements and related documents; shall have supervision of the books and accounts of the Corporation; shall ensure that regular and accurate audits are performed according to financial practices and procedures applicable to the Corporation; shall recommend depositories and financial institutions to the Board; shall have care and custody of all monies, funds and securities of the Corporation and shall ensure that all funds are deposited in such depositories as are selected by the Board; shall be responsible for the collection of all accounts payable to the Corporation; shall keep or cause to be kept full and accurate accounts of all expenditures and disbursements by the Corporation; shall have the power to endorse all checks, drafts, notes or other financial instruments payable to the Corporation; shall give or cause to be given proper receipts for all payments to the Corporation; and in general, shall exercise all powers usually pertaining to the treasurer or a corporation. All powers and duties of the Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board as determined from time to time by the Board.

NASCO Properties Management Agreement

For more information, read the whole document here: http://wiki.sasona.org/NascoPropertiesGoverningDocuments

Here are sections relevant to the Board:

Roles & Responsibilities of the Leasing Cooperative

Under the terms of the Lease Agreement between the cooperative and NASCO Properties, the cooperative has overall responsibility for the following: [...]

• Ensuring that the cooperative is maintained as an corporation in good standing with the State, that it has a duly elected Board of Directors and that it is capable of exercising its corporate purposes;

Precedent

There was a longstanding precedent that the board can grant contract extensions shorter than the 6 months required by the house (for example, a one month extension). This has not been voted on by the house as far as I'm aware. Beginning ca. 2010, requests for one month extensions have been taken to the house meeting rather than to the board, after it was pointed out that nothing in writing gave the board the authority to grant shorter extensions. (Parker, board member, Oct. 2011.)