SCA Home‎ > ‎Current Co-opers‎ > ‎SCA Policy Book‎ > ‎

SCA Bylaws

(As Revised by the General Membership September 27, 1998)

                Article I: NAME

Section 1

      "The name of the corporation is Students' Cooperative Association (SCA).  The houses are Campbell Club, Janet Smith Cooperative and Lorax Manner."

                Article II: LOCATION

Section 1

      "Until changed by subsequent amendment to these by-laws or by amendment to the articles of Incorporation, the location of the corporation is in the City of Eugene, in the County of Lane, State of Oregon, and the post office address of its business office is 1648 Alder Street, Eugene, Oregon 97401."

Section 2

      "The names and locations of Student's Cooperative Association's operating houses are: Campbell Club, 1670 Alder Street, Eugene, Oregon 97401; Janet Smith Co-op, 1790 Alder Street, Eugene, Oregon 97401; and Lorax Manner, 1648 Alder Street, Eugene, Oregon 97401."

                Article III: OBJECT

Section 1

      "The object of this corporation is to promote cooperative living and provide affordable, equal opportunity housing for students.  The operation of Student's Cooperative Association shall include the provision of room and board to its members in exchange for (1) rent and (2) an equitable share of the duties necessary to operate Student's Cooperative Association efficiently; and to purchase, own and hold such real and personal property and to mortgage the same, to borrow money and execute notes and other obligations thereof--all as may be necessary to accomplish the purposes of the corporation, and to dispose of the same when no longer needed for such purposes."

Section 2

      "This corporation shall consist of all members of Students' Cooperative Association's operated houses.  Students' Cooperative Association is an independent, non-profit, member owned and managed, student housing organization governed by democratic procedure."

                Article IV :THE STRUCTURE OF THE ORGANIZATION

Section 1

      "This corporation shall consist of all members of Students' Cooperative Association's operating houses.  SCA is an independent, non-profit, member-owned and managed, student housing organization governed by democratic procedure."

Section 2

      "Elections for Students' Cooperative Association's Board of Directors, agents and House Officers shall be at the beginning of each academic term.  These officers and agents shall assume their duties beginning the term that they are elected."

                Article V: MEMBERSHIP

Section 1

      "The membership of this corporation shall consist of all contracted residents and boarders of Students' Cooperative Association's operating houses."

Section 2

A. "Any registered student attending an Oregon institution of higher education may become a member of this corporation, if such student, upon written application, is approved by the Membership Committee."          

                B. "Membership in this corporation shall not be denied to any person because of sexual orientation, race, nationality, religion, age, political affiliation, or sex."

 

                C. "Any member terminating residence for any reason, except members leaving for summer vacation, shall be required to submit a new application to the membership committee for re-admittance."

 

                D. "The Students' Cooperative Association's operating houses shall be open only when the number of residents equals and/or exceeds the number needed to keep the houses operational (hot water, gas, electric, phone, etc.).  Under no circumstances shall the corporation incur such debts of those members living in the houses during the summer."

 

Section 3

      "The secretary of this corporation shall at all times keep, maintain, and certify an official list of names and addresses of persons who are members of this corporation, which shall serve as evidence of the right of these members to participate and vote at corporate meetings."

 

Section 4

      "Compulsory termination of Membership:  Accumulation of a debt to the corporation of an amount equal to or exceeding one quarter of the room and board charges for that fiscal year shall result in the termination of residence and the loss of membership within fifteen days of the incurring of such a debt."

 

Section 5

      "Responsibility for the knowledge contained in this article rests with the individual member.  If said member wishes to appeal the Board of Directors, s/he must submit a written petition to the same within one week of incurring such a debt."

 

 


Section 6

      "The Board of Directors shall consider the petition.  If accepted, the Board of Directors shall determine conditions of credit and membership extension.  If the petition is rejected, appeal may be made to the corporate membership within one week of the Board's decision, but no later than fifteen days after incurring the debt."

 

Section 7

      "The membership shall consider the appeal.  A two-thirds affirmative vote shall be required for acceptance of said appeal.  If the appeal is accepted, the Board of Directors shall determine conditions of credit and membership extension.  If said appeal is rejected, that member's residence and membership will be terminated and eviction proceedings will continue on schedule."

 

                Article VI: MEETINGS OF THE MEMBERS ("General Membership Meetings")

Section 1

      "The annual meeting of the members of this corporation shall be held at the beginning of each Spring term.  The Chairperson of the corporation shall post notice of the exact date of said annual meeting no less than one week prior to said meeting date."

 

Section 2

      "The quarterly meetings of the members of this corporation shall be held at the beginning of each term.  The Chairperson of the corporation shall post notice of the exact date of said annual meeting no less than three days prior to said meeting date."

 

Section 3

      "Special meetings of the members shall be called whenever necessary by 20% of the membership of the corporation or three members of the Board of Directors.  The Chairperson shall be responsible for posting notice for the meeting, stating time, day, location, and object thereof. Notices for all such meetings shall be posted, no less than three days before it is to take place, in all corporate houses."

 

Section 4

      "At all meetings of the corporation, whether annual, quarterly or special, each member shall be entitled to cast one vote upon each proposition submitted at a meeting.  S/he may vote in person or by proxy, provided that the appointment of the proxy shall be made in writing (signed and dated) prior to said meeting."

 

Section 5

      "At any meeting of the members of this corporation one half of the total corporate membership shall constitute a quorum for the transaction of business, providing that a minimum of one-third of the membership from each corporate residence is present."

 

Section 6

      "The secretary shall be responsible for posting the minutes of all general membership meetings no later than three days after the meeting has taken place."

 

Section 7

      "The General Membership may override a decision made by the Board of Directors at any meeting of the members which is called in accordance with this article, and which has a quorum present as described in Section 5 of this article.  A two-thirds majority vote of those present at such a meeting is required to overturn a decision made by the Board of Directors."

 

                Article VII: BOARD OF DIRECTORS

Section 1

      "The control and management of the affairs, funds, and property of this corporation shall rest in the Board of Directors.  Corporate members of the Board of Directors shall be elected for terms of one year at meetings of the members.  Members may submit proxy votes in writing for corporate elections.  Proxies must be signed and dated and given to the Chairperson or Secretary prior to the election.  Elections for each position shall occur at the beginning of the term which, in the year before, the election was held.  In the event of a resignation or recall the election for the vacant position shall be held at the next General Membership Meeting, which shall be called within two weeks of the opening of that position, if possible.  The length of term shall be one year following the above conditions, unless the vacancy occurs in the middle of an academic term, in which case the term of office will expire at the end of that academic term.  Any director may leave or summer vacation and resume office beginning fall term."

 

 Section 2

      "The Board of Directors of this corporation shall consists of a Chairperson (President), Speaker (Vice President), Corporate Treasurer, Corporate Secretary, Corporate Membership Coordinator, and Corporate Maintenance Coordinator, all elected at meetings of the members.  In addition, the President and House Representatives from each corporate house will be members of the SCA Board of Directors, each elected at their respective house meetings.  The Board may include other officers if approved at a meeting of the members."

 

Section 3

      "All the business of all incorporated "Students' Cooperative Association" houses shall be done and transacted in the name of "Students' Cooperative Association" as registered in file number 41598, State of Oregon, Corporation Department, Certificate of filing of Articles of Incorporation, the eighteenth day of November, 1940."

 

Section 4: Summer Board

      "The term of any Director elected between spring and fall terms shall not extend into fall term.  Between spring and fall terms any director may assume the responsibilities of another board position if so authorized at a meeting of the members; no Director may have more than one vote on the board. Between spring and fall terms the responsibilities of the Board of Directors shall be as determined by the spring term Board of Directors. If the spring Board fails to address this issue, then the summer Board may not change member fees, and policies and rules established by the summer board are only applicable to summer terms; the summer board retains all other normal empowerment."

 


Section 5

      "The Board of Directors may require from time to time as they deem necessary, all officers, agents or employees to give bond to this corporation with good and sufficient security for the faithful performance of their respective duties and offices; but the corporation shall pay the necessary premiums for the securing of such bonds as may be required."

Section 6

      "The Board of Directors of this corporation shall appoint all corporation agents and shall have the power from time to time to fix the salary of all its officers and agents."

 

Section 7

      "At any meeting of the Board of Directors called to ask for, demand, receive and accept the resignation of any officer or agent of the corporation, such action shall be achieved by a majority vote of the Board.  The Board of Directors may, by majority vote, dismiss such officer or agent should s/he refuse to resign."

 

Section 8

      "Upon vacancy occurring on the Board of Directors by reason of resignation, dismissal, departure from an institute of higher learning or otherwise, a special election for the purpose of electing such a successor shall be called.  Such special meeting for the election to fill the unexpired term of said Director/Officer shall be called in compliance with Article IV of these by-laws.  Persons elected to fill these vacancies shall serve only for the unexpired academic term or to the next annual meeting of the members."

 

Section 9

      "No person shall be eligible to hold office as a member of the Board of Directors who is not a member of the corporation.  No director shall receive salary or contribution for his/her service to the corporation as a Director, but may receive compensation for special work, or as an agent or officer of the corporation for work actually done and expenses incurred, pursuant to action of the Board of Directors taken at any regular of special meeting."

 

Section 10

      "All Board members must be at least eighteen years of age."

 

Section 11

      "Meetings of the Board of Directors may be held at any place and may be called at any time by the Chairperson or by three officers of members of the Board of Directors, by filing with the Chairperson a written call for such a meeting, provided, however, that the Board of Directors shall meet a minimum of once each month, at times consistent with the academic terms of the University. The presiding officers shall see that all members of the corporation are given forty-eight hours notice of the time, date, place and agenda for meetings to cover corporate business.  Less notice to the members may be allowed for emergency meetings."

 

Section 12

      "At meetings of the Board of Directors, a majority of the Directors must be present to constitute a quorum for the transaction of business, but a smaller number may adjourn the meeting to another time and date."

 

Section 13

      "At the annual meeting of the members, the Board of Directors shall present statements and reports of the assets and liabilities of the corporation and of its financial condition; a report shall also be presented for discussion at the regular Board meeting; this report shall be incorporated into the minutes of said meeting."

 

                Article VIII: CORPORATE BOARD POSITIONS

Section 1: Chairperson

                A. "The Chairperson (President) shall preside at all meetings of the Board of Directors, and at General Membership meetings in the absence of the Speaker.   S/he shall have general supervision over the affairs of the corporation.  S/he shall execute, acknowledge, and deliver in the name of the corporation, concurrently with the Corporate Secretary, all authorized deeds, notes, certificates, contracts or other instruments in writing, necessary to carry on the affairs of the corporation."

                B. "It shall be the duty of the Chairperson to set the agenda for all SCA meetings and entire membership meetings."

                C. "The Chairperson shall have the authority to appoint committees of the Board of Directors."

 

Section 2: Speaker

                A. "The Speaker (Vice-President) shall, in the absence or inability of the Chairperson to act, be vested with all the powers and have the same authority to perform all the duties of that office."

                B. "The Speaker shall preside at all General Membership meetings."

                C. "The Speaker shall serve as a liaison to the press, community and University organizations, and the media on behalf of the corporation."

                D. "The Speaker shall chair an education committee composed of the House Representatives from each corporate house and the Historian/Archivists.  The committee shall be charged with providing information to the membership and to the community on issues pertinent to cooperative living via speakers, films, literature, etc."

 

Section 3: Corporate Secretary

                A. "It shall be the duty of the Corporate Secretary to assist the Chairperson in setting the agenda for all SCA meetings and entire membership meetings, keep a correct journal of the procedures of such meetings and to carefully file all reports and other papers of the members of the Board of Directors."

                B. "The Secretary shall give and serve all notices required by law, or by the by-laws of this corporation."

                C. "The Secretary shall have the power, concurrently with the Chairperson, to affix the seal of the corporation to any instruments requiring the same, and shall attest to the authenticity of such instrument as Secretary of the Corporation when so required."

                D. "The Secretary, in concurrence with the Chairperson and Treasurer, shall have the custody and be charged with the safekeeping of all the records, papers, documents and books, and shall be solely responsible for the safekeeping of the seal of the corporation."

                E. "The Secretary shall, pursuant to the requirement of Section three of Article V of the by-laws, prepare, keep, maintain and preserve at all times the official list of the members of the corporation as herein provided for; and such list prepared and certified by the Secretary, as heretofore prescribed, shall be prima facie evidence to the right of persons named therein to participate in the affairs of this corporation as members thereof."

 

Section 4: Corporate Treasurer

                A. "The Treasurer shall receive all moneys and securities coming in to the treasury of the corporation from any and every source, and to hold and disburse the same in the name of the corporation, as directed or ordered by the Board of Directors."

                B. "The Treasurer shall act as the principle signer of the corporate checks, and shall submit for board approval the names of other officers and employees to be qualified to sign corporate checks."

                C. "The Treasurer shall oversee all financial operations of the corporation consistent with these by-laws.  S/he shall oversee and represent all corporate financial employees and consultants."

                D. "The Treasurer shall train and supervise all financial officers of the corporation and chair the Financial Committee."

                E. "To present to the meetings of the members of the corporation and of the Board of Directors, and at any other time or meeting when so required by the Board of Directors, a tabulated statement of the receipts and disbursements and the resources and liabilities of the corporation, showing a statement of all of the funds invested during the year, the character of the securities and the revenue derived from such investments, the amount earned, growth and status of all permanent funds; and to present such other reports to the Board of Directors may from time to time direct."

                F. "The Treasurer shall be responsible, in conjunction with the House Treasurers, for overseeing the collection of all debts owed the corporation which are not past due."

 

Section 5: House Representatives

                A. "A House Representative shall be elected by each corporate house at a time of their choosing."

                B. "The term of office shall be designated by each house for no less than one academic term and no longer than one year."

                C. "It is the responsibility of each representative to inform his/her respective house of all SCA Board proceedings."

 

Section 6: House Presidents

                A. "A House President shall be elected by each corporate house at a time of their choosing."

                B. "The term of office shall be designated by each house for no less than one academic term and no longer than one year."

                C. "It is the responsibility of each House President to ensure their respective house's compliance with corporate policy."

                D. "Each House President shall preside at his/her respective house meetings."

 

Section 7: Corporate Membership Coordinator

                A. "The Membership Coordinator chairs a Membership Committee consisting of him/herself and all house Membership Coordinators."

                B. "The Membership Coordinator shall insure that the process of screening and selecting members is pursued when it appears that membership is below capacity."

                C. "The Membership Coordinator shall be responsible for coordinating the orientation of all new members."

 

Section 8: Corporate Maintenance Coordinator

                A. "The Maintenance Coordinator chairs a Maintenance Committee consisting of her/himself and all elected maintenance officers from the corporate houses."

                B. "The Maintenance Coordinator shall ensure the physical health of all SCA houses and structures."

                C."S/he shall, along with the Maintenance Committee, develop long-term maintenance plans, including cost and time frame, to be presented to the Board of Directors by the end of Winter term for approval."

 

                Article IX: RESIGNATION AND RECALL

Section 1

      "Any member of the corporation or any member of the Board of Directors or any officer of this corporation may resign at any time.  Such resignation shall be made in writing and shall take effect from the time of acceptance from the Board of Directors.  Such vacancies may be filled as provided by these by-laws."

 

Section 2

      "Upon a petition signed by twenty percent of the members of said corporation requesting that any officer of this corporation be recalled, the president of said corporation, or the Speaker in the event that the president is the officer facing possible recall, shall call a special meeting as provided for by Section 2 of Article VI of these by-laws, for the purpose of approving or disapproving the request made in the petition for the recall of said officer.  The balloting for said recall shall be secret ballot.  If said recall is approved by two-thirds of those present at a meeting of the members of the corporation, the position shall be declared vacant and a successor shall be elected in compliance with Article VII of these by-laws."

 

                Article X: JUDICIAL, EVICTION AND EXPULSION PROCEEDINGS

Section 1

      "The Board of Directors shall ensure there exists a mechanism for members to appeal all fines or decisions up to the level of a General Membership Meeting.  In all cases, members shall have the right to hear all charges or complaints brought against them and to respond to those charges and complaints."

 

                Article XI: CORPORATE SEAL

 

      "Unless and until changed by amendment to these by-laws, the corporation shall have a corporate seal as identified on this page by the Secretary."

 

                Article XII: SELLING PROPERTY AND BORROWING MONEY/MORTGAGES

Section 1

      "The Board of Directors may, upon consent of the corporation, expressed by a vote of the majority of the members thereof present at any regular meeting or special meeting called for the purpose of selling a greater portion of the assets of said corporation and borrowing money, provided that two-thirds of the members be present, sell a greater portion of the assets and borrow money to be used solely for the purpose of the corporation, and may pledge or mortgage the property of the corporation."

 

Section 2

      "Upon the inability of this corporation to carry out the objects and purposes for which it was created, or upon the dissolution thereof, the assets of this corporation, both real and personal, shall be transferred to the University of Oregon for the purpose of establishing a scholarship fund under the direction of the Associated Students of the University of Oregon for needy and worthy students of that institution."

 

Section 3

      "The membership may, by majority vote at any regular or special meeting with at least two-thirds of the members present, convey to the Board of Directors the authority to borrow money and mortgage the property of the corporation as necessary for specific projects delineated in form and maximum cost prior to the casting of votes. Such outline shall include both the maximum funds allowed and the span of time for which this authority is voted in force, not to exceed six months."

 

                Article XIII : NOTICE AND WAIVER

Section 1

      "Whenever any notice is required by the laws of the State of Oregon or by the by-laws of this corporation, to be given to the members of the corporation or to the Board of Directors, such notice may be given either by delivery of the notice personally to such member or director or such notice may be deposited in any United States Postal Service office or mail box in a sealed postpaid wrapper, addressed to the last known place of residence of such member or director, and the notice shall be deemed to be given as of the time of the mailing thereof."

 

Section 2

      "Any member or director may at any time waive in writing any notice required to be given under these by-laws."

 

                Article XIV: CHANGES IN GOVERNANCE DOCUMENTS

Section 1

      "This corporation may change its Articles of Incorporation at any regular meeting of the members of the corporation, called in compliance with Section 8, Chapter 462, Oregon laws 1941 whereat a quorum is present and upon the adoption of resolutions by the affirmative vote of at least two-thirds of those present. Thereafter a certificate made by the Secretary and verified by oath of the President under the seal of the corporation shall be filed in the office of the Corporation  Commissioner of the State of Oregon and a copy recorded in the office of the Recorder of Deeds in the County of Lane, in which the original certificate of incorporation is recorded.  The above method of changing the Articles of Incorporation shall be and remain in effect unless the same shall be changed by amendment to these by-laws in the manner hereinafter prescribed, or unless the same shall be changed by the laws of the State of Oregon."

 

Section 2

        "This corporation may change its by-laws at any regular meeting of the members of the corporation, whereat a quorum is present and upon the adoption of resolutions by the affirmative vote of at least two-thirds of those present."

 

.
Comments