Resource Based Cooperative
Welcome! to the wiki pages for The Resource Based Cooperative.
Main topics under Resource Based Cooperative
We are a for-profit cooperative in the early stages of organization. Our purpose is to bring about the design and construction of a facility for the research and development of systems needed to implement a Resource Based Economy on a global scale.
This wiki is intended to act as a 'whiteboard' meeting for writing the articles of incorporation and bylaws. You don't have to know anything about this process to contribute. Just read carefully and reach your own conclusions. There aren't any wrong answers, we work through this process together until we have the answers we need.
So far, the best place we have found to register is in the state of Nevada, which does not tax businesses and does not impose limits on the types of business that may be conducted by a cooperative. Below you will find a 'To Do' task list that all members are welcome to edit.
Getting Started
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To Do:
First task is a big one. We have to write the articles of incorporation. Here are the Nevada Revised Statutes (NRS) that govern incorporation of a cooperative, beginning at NRS 81.70: http://www.leg.state.nv.us/NRS/nrs-081.html I'm pasting it all here in the wiki to make it easier to deal with. This stuff makes for some deadly dull reading. It is vital that we all read it anyway, because it tells us the requirements that we have to meet in order to incorporate. Probably the simplest way for us to get through it is just write the required info below each line. I suggest we underline our own entries to separate them from the statutes. Post a comment if something is unclear.
Underlined entries don't indicate a completed task. As of December 19, 2013 many underlined entries are only comments or suggestions.
Nevada Revised Statutes (NRS): COOPERATIVE ASSOCIATIONS NRS 81.170 “Lawful business” defined; construction of NRS 81.170 to 81.270, inclusive. 1. NRS 81.170 to 81.270, inclusive, being passed to promote association for mutual welfare, the words “lawful business” extend to every kind of lawful effort for business, education, industrial, benevolent, social or political purposes, whether conducted for profit or not. 2. NRS 81.170 to 81.270, inclusive, must not be strictly construed, but their provisions must at all times be liberally construed with a view to effect their object and to promote their purposes. [12:60:1901; RL § 1260; NCL § 1595]—(NRS A 1991, 1248; 2005, 2255, 2626) NRS 81.175 Applicable law. 1. Except as otherwise provided in subsection 2, the provisions of chapter 82 of NRS govern a cooperative association organized pursuant to NRS 81.170 to81.270, inclusive, except to the extent that the provisions of chapter 82 of NRS are inconsistent with NRS 81.170 to 81.270, inclusive.
2. NRS 82.081 and 82.136 do not apply to a cooperative association organized pursuant to NRS 81.170 to 81.270, inclusive. (Added to NRS by 1991, 1245) NRS 81.180 Formation of cooperative association: No capital stock; issuance of membership certificates. 1. It shall be lawful for five or more persons to form a cooperative association for the purpose of transacting any lawful business.
We now have five people as wiki members, the maximum allowed on this wiki as a free service. A new home is in production now, as of Jan 6. So we just need to get our articles and bylaws in order and we'll be ready to file for incorporation. There are a number of other people beyond our current membership here who are also interested in forming a co-op.
2. Such associations shall not have or issue any capital stock but shall issue membership certificates to each member thereof, and such membership certificates cannot be assigned so that the transferee thereof can by such transfer become a member of the association, except by the resolution of the board of directors of the association; but, by the resolution of consent of the board of directors, such certificates may be transferred so that the transferee may become a member in lieu of the last former holder thereof.
Ideas for the production of certificates, anyone? Someone wanna design something cool and get it printed it up? Should we have a seal made to authenticate certificates? [1:60:1901; RL § 1249; NCL § 1584] NRS 81.190 Members: Qualifications, rights, interest and duties. 1. All persons above the age of 18 years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as the bylaws may provide, but minors cannot be empowered to make contracts for the association. 2. The rights and interest of all members in the association shall be equal, and no member can have or acquire a greater interest therein than any other member. 3. At every election held pursuant to the bylaws, each member shall be entitled to cast one vote and no more. 4. No member shall be responsible individually, or personally liable, for any of the debts or liabilities of the association in excess of his or her proportion of the indebtedness authorized to be incurred by the association in the bylaws, but in case of the failure and insolvency of the association the member may be required to pay any unpaid dues or installments which, pursuant to the bylaws, have become due from such member to the association before such insolvency. [Part 2:60:1901; RL § 1250; NCL § 1585] NRS 81.200 Articles of association: Filing requirements; required provisions. 1. Each association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of association in writing, setting forth: (a) The name of the association.
Vestras Mundi Cooperative
(b) The purpose for which it is formed. To support the establishment and operation of a research facility working to develop support systems necessary to the function of a Resource Based Economy as defined in by ---Fresco? Our bylaws? We need a clear definition here. Suggest we use a simple definition prefaced with "Including but not limited to..."
Definition - Resource based economy – a system of production, consumption, and exchange whereby any and all resources, materials, goods, and services, are recognized and treated as abundant, owned by no one, are freely exchanged, shared, and used, without compensation or consideration, for the soul purpose and initiative of the care and prosperity of everyone, without exception.
(c) The information required pursuant to NRS 77.310. This statute found here: http://www.leg.state.nv.us/NRS/NRS-077.html#NRS077Sec310 and it is pasted below, at the end of the incorporation statutes.
(d) The term for which it is to exist, which may be perpetual. Perpetual
(e) The names and addresses, either residence or business, of the directors selected for the first year. Dev, who lives... right here. Don't put your name and address out here on the web. Contact me.
(f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee. Undetermined. Suggest $20 per year
(g) That the interest and right of each member therein is to be equal. Full equality among all members, including directors.
(h) The name and address, either residence or business, of each of the persons signing the articles of association. Refers to founding members. 'First five'.
2. The articles of association must be signed by the original associates or members.
3. The articles so signed must be filed in the Office of the Secretary of State. From the time of the filing in the Office of the Secretary of State, the association may exercise all the powers for which it was formed. Cool. [3:60:1901; A 1941, 326; 1931 NCL § 1586]—(NRS A 1965, 603; 1985, 32; 1991, 1249; 1993, 988; 1995, 2104; 1999, 1600; 2003, 3118; 2003, 20th Special Session, 49; 2005, 2255, 2626; 2007, 2657) NRS 81.205 Articles of association: Prohibited names and businesses; certification required before filing of certain articles or amendments; defaulting associations. 1. The Secretary of State shall not accept for filing any articles of association or any certificate of amendment of articles of association of any association formed under the provisions of NRS 81.170 to 81.270, inclusive, which provides that the name of the association contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of association or certificate of amendment of articles of association that the purpose of the association is to operate as a unit-owners’ association pursuant to chapter 116 or 116B of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the association has: (a) Registered with the Ombudsman for Owners in Common-Interest Communities and Condominium Hotels pursuant to NRS 116.31158 or 116B.625; and (b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155 or 116B.620. No problem, we will have no such terms in our articles of association.
2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that an association which is a unit-owners’ association as defined in NRS 116.011 or 116B.030 has failed to register pursuant to NRS 116.31158 or116B.625 or failed to pay the fees pursuant to NRS 116.31155 or 116B.620, the Secretary of State shall deem the association to be in default. If, after the association is deemed to be in default, the Administrator notifies the Secretary of State that the association has registered pursuant to NRS 116.31158 or 116B.625 and paid the fees pursuant to NRS 116.31155 or116B.620, the Secretary of State shall reinstate the association if the association complies with the requirements for reinstatement as provided in this section andNRS 78.180 and 78.185 and pays the fees required pursuant to NRS 82.193. (Added to NRS by 2005, 2254, 2624; A 2007, 2282) Again, no issue, this point does not apply to us. NRS 81.210 Purpose of business may be changed; amendment of articles. 1. The purpose of the business may be altered, changed, modified, enlarged or diminished, or the articles of association amended, by a vote of two-thirds of all the members at a special election to be called for such purpose. Notice of the special election must be given in the same manner as the bylaws provide for the election of directors.
This is a potentially dangerous pitfall. Since our bylaws will state that there are no barriers to membership, it will be theoretically possible for, say, the Alex Jones Fan Club to fill our roster with their own people, and legally alter the purpose of the co-op. On the other hand, we need the flexibility to adapt and alter our course to reach our goals. We need a clever mechanism here to safeguard the co-op integrity - something like a bylaw that requires consensus on the date and location of special elections.
2. Upon amendment of the articles of association, a copy of the articles as amended must be filed with the Secretary of State. [7:60:1901; RL § 1255; NCL § 1590]—(NRS A 1965, 604; 1993, 988) NRS 81.220 General powers. Every association formed under NRS 81.170 to 81.270, inclusive, may: 1. Sue and be sued in any court in its associate name. 2. Make and use a common seal and alter it at pleasure, but the use or nonuse of such a seal does not affect the legality of any record. 3. Receive by gift, devise or purchase, hold and convey, real and personal property as the purposes of the association may require. 4. Appoint such subordinate agents or officers as the business may require. 5. Admit associates or members, and sell or forfeit their interest in the association for default of installments, dues, work or labor required, as provided by the bylaws. 6. Enter into any and all lawful contracts or obligations essential to the transaction of its affairs, for the purpose for which it was formed. 7. Borrow money. 8. Issue all such notes, bills or evidence of indebtedness or mortgage as its bylaws may provide for. 9. Trade, barter, buy, sell and exchange. 10. Do all other things proper to be done for the purpose of carrying into effect the objects for which the association is formed. [9:60:1901; RL § 1257; NCL § 1592]—(NRS A 1971, 1106; 1991, 1249; 2003, 3119) NRS 81.230 Bylaws: Adoption; amendment; required and optional provisions. 1. Every association formed under NRS 81.170 to 81.270, inclusive, must, within 40 days after it so becomes an association, adopt a code of bylaws for the government and management of the association, not inconsistent with NRS 81.170 to 81.270, inclusive. A majority of all the associates is necessary to the adoption of bylaws, and the bylaws must be written in a book and signed by the members adopting them. Obviously we should have these bylaws written before filing, as well as the terms and conditions for use of the Vestras Mundi Trust Fund, which will likely have an effect on some bylaws.
2. The bylaws cannot be amended or modified except by the vote of a majority of all the members after notice of the proposed amendment is given as the bylaws may provide.
3. The bylaws must provide for the amount of the indebtedness which the association may incur. Suggest setting the limit for this based on a maximum acceptable monthly payment, determined as a percentage of the lowest monthly net income for the 12 months preceding loan date.
4. The association may, by its code of bylaws, provide for: (a) The time, place and manner of calling and conducting its meetings. (b) The number of directors, the time of their election, their term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal or otherwise, and the power and authority of directors, and how many thereof are necessary to the exercise of the powers of the directors or of any officer. (c) The number of the officers, if any, other than the directors, and their term of office, the mode of removal, and the method of filling a vacancy. (d) The mode and manner of conducting business. (e) The mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise, but the method must secure the secrecy of the ballot. (f) The mode and manner of succession of membership, and the qualifications of membership, and on what conditions, and when membership ceases, and the mode and manner of expulsion or refusal of a member, but an expelled or refused member is entitled to have a board of arbitration consisting of three persons, one selected by the board of directors, one by the expelled or refused member, and a third by the other two, appraise his or her interest in the association in either money, property or labor, as the directors choose, and to have the money, property or labor so awarded him or her paid or delivered, or performed within 40 days after expulsion or refusal. (g) The amount of any membership fee, and the dues, installments or labor which each member is required to pay or perform, if any, and the manner of collection or enforcement, and for forfeiture or sale of a member’s interest for nonpayment or nonperformance. (h) The method, time and manner of permitting the withdrawal of a member, if at all, and how the member’s interest must be ascertained, either in money or property, and within what time it must be paid or delivered to the member. (i) The mode and manner of ascertaining the interest of a member at his or her death, if his or her legal representatives or none of them desire to succeed to the membership, and whether the value of the deceased member’s interest must be paid to his or her legal representatives in money, property or labor, and within what time it must be paid, delivered or performed, but a withdrawing member or the legal representative of a deceased member has the right to a board of arbitration the same as is provided for expelled or refused members. (j) Such other things as may be proper to carry out the purpose for which the association was formed. [Part 2:60:1901; RL § 1250; NCL § 1585] + [4:60:1901; A 1941, 326; 1931 NCL § 1587]—(NRS A 1991, 1250; 2003, 3119) NRS 81.240 Bylaws: Required and optional provisions concerning profits. 1. The bylaws shall provide for the time and manner in which profits shall be divided between the members, and what proportion of the profits, if any, shall be added to the common property or funds of the association. 2. The bylaws may provide that the directors may suspend or pass the payment of any such profit or installment of earnings at their discretion. [8:60:1901; RL § 1256; NCL § 1591] NRS 81.250 Recording and maintaining of bylaws and amendments. The bylaws and all amendments must be recorded in a book and kept in the office of the association. [5:60:1901; A 1941, 326; 1931 NCL § 1588]—(NRS A 1991, 1251) Suggest that every member keep a hard copy of these records, provided along with their certificate of membership.
NRS 81.260 Association’s property subject to execution; member’s interest sold upon execution; rights of purchaser. 1. The property of the association shall be subject to judgment and execution for the lawful debts of the association. 2. The interest of a member in the association, if sold upon execution, or any judicial or governmental order whatever, cannot authorize the purchaser to have any right, except to succeed, as a member in the association, with the consent of the directors, to the rights of the member whose interest is thus sold. If the directors shall choose to pay or settle the matter, as provided in case of refused members, after such sale, they may either cancel the membership, and add the interest thus sold to the assets or common property of the association, or reissue the share or right to a new member upon proper payment therefor, as the directors may determine. [6:60:1901; RL § 1254; NCL § 1589] Yeah, I had to read that several times too.
NRS 81.270 Succession to membership: Nomination and transfer on death. 1. Any member may, upon or after becoming a member, nominate upon his or her application, or otherwise file with the secretary of any association incorporated underNRS 81.170 to 81.270, inclusive, of which he or she is a member, the person whom the member desires to succeed to his or her membership and interests in the association upon his or her death. 2. Upon proof of the member’s death being made, according to the bylaws and to the satisfaction of the association’s board of directors, the secretary shall transfer the deceased member’s membership and interests in the cooperative association to the person or persons so nominated, with the consent of the board of directors, without letters of administration. 3. If the board of directors do not consent to the nominee’s becoming a member, then the association shall, within 90 days after proof, pay the nominee the amount which the deceased member has paid on the membership, together with the amount of his or her other interests in the association. [11:60:1901; RL § 1259; NCL § 1594]—(NRS A 1991, 1251) Members are not permitted to die without a 2/3 majority vote of the co-operative. This will significantly increase long-term revenue from membership dues.
NRS 77.310 Appointment of registered agent. 1. A registered agent filing must state: (a) The name of the represented entity’s commercial registered agent; or (b) If the entity does not have a commercial registered agent: (1) The name and address of the entity’s noncommercial registered agent; or (2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. 2. The appointment of a registered agent pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a certificate of acceptance of the appointment by the registered agent. (Added to NRS by 2007, 2633)
A registered agent is required in NV, as it is in most states. However, you can be your own registered agent if you have an address in NV.
I called these people - http://www.nevadaresidentagent.com/
They do it for $49 per year. If you want them to file for you, they charge an additional $100. There could be serious consequences for not having one - if we are ever brought legal action, and do not receive the paperwork for whatever reason, we would probably have to pay the lawsuit without even having a chance to defend ourselves. Definitely worth it in my opinion.
