Initial Organizing Agreement
Purpose of the Group: The undersigned hereby form or join Quincy Cohousing Limited Liability Company, (QCLCC) for the purpose of developing a cohousing community. The group’s functions include
determining the scope and direction of the proposed project
recruiting and orienting new members
preparing a development program (i.e. translating group goals into architectural objectives)
seeking and assessing potential sites
manage financial assets of the group
Once the project is built, QCLCC is expected to continue, however the purpose of the group is likely to change to tasks such as owning and maintaining common property, etc.
Membership: Interested households become active members of the group by attending three meetings, paying a non-refundable membership deposit of $200 and an annual membership fee of $50 (for the LLC’s incidental expenses, such as office supplies), and signing this organizing agreement. Once property is purchased, active membership requires a “reasonable” investment in QCLCC’s property. The investment will be determined by the cost of the property, and the number of QCLCC members, and may be in the ballpark of $10,000-$30,000. New members are encouraged to review the general meeting minute book, and expected to honor previous decisions. LLC law, which defines member rights and responsibilities in more detail than this document, is available on the California Secretary of State’s website.
To Leave the Group: Notify the group through a letter. If financially invested, find a buyer for your share in the LLC, with the first right of refusal to all members of the LLC for a period of two months. Note limited appreciation clause below.
Meetings: Attendance is encouraged. General meeting minutes and decisions will be distributed to all members before the next scheduled meeting. Subgroups generally do not need to keep minutes, unless determined otherwise. Subgroup work results will be shared with the full group at general meetings, and thus disseminated to the members through minutes.
Decision-making: Only active members may participate in decision-making. To protect minority rights, a consensus-seeking process is used. All decisions are to be discussed thoroughly before a decision is reached. Decisions can be brought up by members absent from a meeting only at the next meeting, unless other arrangements are made before the next meeting..
Financial Obligations: For tax purposes, QCLLC is a pass-through company. Therefore, personal financial interests of the members that accrue (or depreciate) through the LLC, are still tax liabilities (or assets) for the members.
In case of dissolution of the LLC: 1) Any surplus dues money will be returned to the members in proportion to the length of their participation. 2) Any real property will be sold at 100% market value. The value of the assets, (and appreciation) will be split among the members according to their financially invested proportion of the total property.
As the consulting & planning needs of the group grow (legal, architectural, permits, etc.), other fees may be levied to the group as a whole (as individuals or households). As they arise, these expenditures will be discussed and decided upon at general meetings, and recorded in the minutes. All members will be expected to share in such expenses of the group. If a member leaves the LLC, these expenses will not be refundable. Absence from a meeting does not constitute freedom from sharing such expenses.
Members reserve a house in the community by investing in real property of the QCLCC. In order to maintain affordability in the early stages of this project, and encourage commitment of LCC members, real property of the LLC and individual homes will be subject to appreciation limited to 50% of market value for a period of 10 years from the date of QCLLC’s purchase of a site. After ten years the group will decide whether or not to maintain limited appreciation.
No members are allowed to deficit-spend LLC funds.
No member of the LLC is liable for individual obligations or expenses of other individual members.