Article II



A. Regular Membership. Subsequent to the First Annual Meeting, the Regular Members of the Corporation, with full voting rights (except as limited below for Supporting Members), shall be:

1. The Lessee Members, who shall be all persons who lease land or housing from the Corporation or who lease or own housing that is located on land leased by another entity from the Corporation. In the case of co-lessees each individual named on a lease as a co-lessee shall have a vote.

2. The General Members, shall be all persons, eighteen years of age or older, who have complied with the following requirements.

a. Qualification as an Initial Member, as defined in the California or Nevada Articles of Incorporation or as provided in Article XI of these Bylaws; or all or the following

b. Submission of a complete membership application including a signed statement of support for the purpose of the Corporation as defined in these Bylaws and as described in the Corporate Mission Statement, on a form to be determined by the Board of Directors; and

c. A minimum of ten continuous months of primary residency in the Service Area preceding submission of a complete membership application, except for clergy of the Roman Catholic Church who may have a shorter primary residency requirement; and

d. Full payment of dues as established by the Membership for the current calendar year.

3. The Supporting Members, shall be all persons (eighteen years of age or older), businesses, or organizations who have paid the annual dues established for the current calendar year but who do not wish to become a General Member or have not met all of the requirements of General Membership. Supporting Members shall submit a complete membership application including a signed statement of support for the purpose of the Corporation as defined in these Bylaws and as described in the Corporate Mission Statement, on a form to be determined by the Board of Directors. Supporting Members shall have all of the rights of General Members except the right to nominate and participate in the election of the Board of Directors and the right to vote on matters put before the Regular Membership. Supporting Board Members shall have full rights granted to Lessee and General Board Members.

B. Requirements for Continuing Regular Membership. To maintain Regular Membership beyond a person’s first year of Regular Membership a person must be either a Lessee Member, or shall satisfy the following requirements.

1. Have paid dues for the current calendar year; and

2. Attendance at one or more meetings of the Membership or Board of Directors during a calendar year. One of the following alternatives may substitute for meeting attendance, but for no more than one consecutive calendar year.

a. Submittal of a letter to the President of the Corporation demonstrating good cause for missing meetings of either the Membership or Board of Directors during the calendar year, and including a statement of continuing interest in Regular Membership, or

b. Submittal of a letter or an oral statement to the Board of Directors prior to a one-year planned absence that will prevent attendance of a meeting of the Membership or Board of Directors.

C. Membership Dues.

1. Annual membership dues shall be assessed for each calendar year by an affirmative vote of a majority of the Regular Members voting at the Annual Meeting proceeding that year. If no such action is taken to assess dues for a given year the dues for that year shall be as established for the previous year. Membership dues shall not be less than twenty-five dollars per year. Lessee lease fees shall substitute for an annual due.

2. Annual dues may be paid in cash or through a contribution of labor to the organization. The Board of Directors shall determine the hourly rate at which labor will be credited as dues, and shall have the power to designate the types of labor that may be credited.

3. Late dues shall not be pro-rated by the date they are paid.

D. Rights of Regular Members.

1. Every Regular Member shall have the right to participate in meetings of the Membership, to serve on the Board of Directors or on committees if chosen, and to receive notices and minutes of Membership Meetings and Annual Reports of the Corporation. All Lessees and General Members have the right to cast one vote on all matters properly put before the Membership for consideration and to nominate and participate in the election of the Board of Directors.

2. The assent of the Regular Membership, in accordance with these Bylaws, shall be required before action may be taken on the assessment of membership dues, the sale of land, the establishment or alteration of the Community Land Trust “Resale Formula,” the removal of Regular Members, the removal of members of the Board of Directors, or the dissolution of the Corporation.

E. Membership Meetings.

1. Notice of Meetings. Written notice of every Membership Meeting shall be given to all Regular Members and shall include an agenda for the meeting approved by the President of the Board of Directors. Except as provided for in Article VIII of these Bylaws, notice shall be mailed at least ten calendar days prior to a meeting.

2. Annual Meetings. Subsequent to First Annual Meeting, the Annual Meeting of the Membership, for reports to the Membership by the Board of Directors and Officers, the election of Directors, the assignment of dues, and the transaction of other business, shall be held on the Friday following (or falling on) the Feast of Saint Joseph (March 19). The Board of Directors shall determine the location and specific time of the Annual Meeting. Notice of the Annual Meeting shall include a list of those persons nominated for the Board of Directors as provided in Article III of these Bylaws.

3. Regular Meetings. Regular Meetings may be scheduled by the Regular Membership at such times and places, as they shall establish at the Annual Meeting. At least one Regular Meeting shall be held between five and seven months from the date of the Annual Meeting if no other Regular Meetings are scheduled at the Annual Meeting.

4. Special Meetings. Special Membership Meetings may be called by the Board of Directors or by written request, addressed to the President of the Corporation and signed by at least one-fifth (20 percent) of the Regular Membership. At a Special Meeting, only those matters stated on the agenda, as included in the notice of the meeting, may be acted upon by the Membership.

5. Minutes. Minutes of all Membership Meetings shall be recorded by the Secretary of the Corporation or the Executive Director’s designee in consent with the Secretary of the Corporation. Minutes for every meeting shall be approved by a majority of the Board of Directors at the next Membership meeting. Approved minutes shall be distributed to Board members free of charge and others upon request for a nominal fee to cover the cost of reproduction. If feasible, minutes may be posted on the World Wide Web for free distribution.

6. Quorum. For regular business, a quorum shall consist of one-quarter (25 percent) of the total Regular Membership, as determined by the Secretary of the Corporation. For business that results in the dissolution of the Corporation, the removal of a Regular Member, the removal of a Member of the Board of Directors, or the sale of land, a quorum shall consist of one-third (33.33 percent) of the total Regular Membership, as determined by the Secretary of the Corporation.

7. Decision-Making. Whenever possible, decisions shall be made at the Membership Meetings by the unanimous consent of the Regular Members present, a quorum being assembled. In the event that unanimity is not attained, a decision shall be made by an affirmative vote of a majority of the Regular Members present and voting, a quorum being assembled, except as otherwise provided in these Bylaws. Before a vote is held on any motion, the exact language of the motion shall be recorded by the Secretary of the Corporation or by other such person as the Executive Director may designate, and read to the Membership, and all Members present shall have a reasonable opportunity to express their opinions on the proposition. The President of the Board may set reasonable time limits on testimony for any matter to limit meeting length to a reasonable time period. The President may also limit testimony on matters for which new speakers consent in whole with testimony already in the record. The Corporate Chaplain shall be consulted prior to a vote on any matter if requested by any Regular Member.

8. Waiver of Notice or Consent. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each member entitled to vote, not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

A member’s attendance at a meeting shall constitute a waiver of notice of and presence at that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

9. Adjournment and Notice of Adjourned Meetings. Any committee established by the Board, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than 45 days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

10. Proxy Voting. The following rules shall govern proxy voting by members of the corporation.

Members’ proxy rights – Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy by the member or the member’s attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.

Solicited proxies – If the corporation has 100 or more members, any form of proxy distributed to 10 or more members shall give the member an opportunity to specify a choice between approval and disapproval of each matter or group of related matters and, subject to reasonable specified conditions, shall provide that, when the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In an election of directors, any form of proxy that a member marks “withhold,” or otherwise marks in a manner indicating that authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.

Subject matter of proxy to be stated – Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation.

Revocability of proxies – No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either:

(a) it is revoked by the member executing it, before the vote is cast under that proxy (i) by a writing delivered to the corporation stating that the proxy is revoked, or (ii) by a subsequent proxy executed by that member and presented to the meeting, or (iii) as to any meeting, by that member’s personal attendance and voting at the meeting; or

(b) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote under that proxy is counted. A proxy may not be irrevocable.

F. Suspension or Termination of Membership. A membership shall terminate on occurrence of any of the following events:

(a) Resignation of a member;

(b) Expiration of the period of membership, unless membership is renewed on the renewal terms fixed by the Board;

(c) The member’s failure to pay dues, fees, or assessments as set by the Board within 90 days after they are due and payable;

(d) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications:

(e) Termination or suspension of membership based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.

G. Removal or Suspension of Members. In cases where a Regular Member has acted in a manner seriously detrimental to the Corporation, such Regular Member may be permanently removed from Membership or suspended for a period up to twelve months in accordance with these Bylaws and California or Nevada law by a majority vote of the Regular Members, a quorum being assembled. In cases where there is removal or suspension, a refund of membership dues pro-rated by the date of the removal or suspension, shall be refunded to the removed or suspended member.

If grounds appear to exist for suspending or terminating a member, the following procedures shall be followed:

(a) The Board shall give the member notice at least 15 days prior to the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporate records.

(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.

(c) The Board, committee, or person shall decide whether the member should be removed, suspended, or sanctioned in any other way. The decision of the Board, committee, or person shall be final.

(d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of expulsion, suspension, or termination.