In forming ZimZam one proposal has been to create a non-profit corporation which would assist the community in fulfilling its goals. Actually, the way I have written the draft by-laws, the community would be assisting the foundation in accomplishing its goals. The Land Stewards are the people who become the ZimZam Community. Perhaps there are some difficulties that some may foresee with it being structured this way. Please send me your comments so that I may make revisions.
Send Comments to: ab414@seorf.ohiou.edu
Last update 10/5/98

Zim Zam Foundation
By Laws
(DRAFT)

Article I - Name and Organization


1.1 Name: The name of this corporation shall be ZimZam Foundation (referred to within these By Laws as "the foundation").

1.2 Organization: The foundation shall be organized on a non-stock membership basis. There shall be a Board of Directors elected by the membership. Staff and Land Stewards shall be selected as specified in the By Laws in order to accomplish the purposes of the foundation. The foundation shall be a non-profit corporation organized under the laws of the state of North Carolina.

Article II - Purpose


2.1 Purpose: The purpose of the foundation is ecological preservation, scientific research and education. Specifically the foundation shall have the following purposes:
(a) Preservation and protection of wildlife and its habitat,
(b) Watershed protection,
(c) Research into and demonstration of sustainable integration of human habitation within the natural environment,
(d) Research into and demonstration of shelter/housing which is non-toxic and minimally allergenic to the inhabitants as well as non-polluting to the surrounding environment,
(e) Research into and demonstration of the process of transition from existing unsustainable models of human habitation, both urban and rural, to sustainable habitation.

2.2 Non-profit status: The foundation shall not engage in partisan propaganda, promote electoral campaigns, attempt to influence legislation or otherwise engage in activities which are incompatible with a charitable organization with tax-exempt status under section 501(c)(3) of the Internal Revenue Code.

2.3 Control: Ultimate control of the foundation is vested in the membership. The foundation shall not be controlled by any other organization. Fiscal responsibility is vested in the Treasurer.

2.4 Scope of activity: The foundation may raise funds, incur debt and obtain property and other resources or services that are useful to its purpose as stated in section 2.1. The foundation will document its demonstration projects and make such documentation available to the public, provide the public access to the projects in such a way as to not conflict with the purposes of Watershed protection and Wildlife Preservation or with the ability of Land Stewards to carry out their activities. The foundation may also provide educational materials, forums, classes, seminars and other similar educational and/or scientific activities.

Article III - Membership


3.1 Qualifications: Any person living on the property of the foundation who is meeting all of their obligations to the foundation is a member. Membership is also open to any other person who has met the requirements set by the Board of Directors. Membership shall be open without regard to any artificial criteria such as race, color, sex, religion, national origin or sexual orientation. Applications for membership may be approved or denied by the Secretary of the Board of Directors. Denial of an application may be appealed to the whole board or to the membership at the Annual Membership Meeting.

3.2 Rights: Each member is accorded a single vote in matters voted on by the membership. These matters include but are not limited to election of persons to the Board of Directors, recall of Directors, member referenda and amending of the foundation By Laws and Articles of Incorporation. Other rights include petitioning for referenda, attending Board of Director meetings, attending committee meetings, receiving notice of, and attending, all membership meetings and to exercise such other rights of members as may be established by the Board of Directors or by the membership.

3.3 Responsibilities: The responsibilities of membership shall be those established by the Board of Directors or by the membership.

3.4 Termination: Members may terminate their membership by tendering their resignation in writing to the Secretary of the Board. The Board may terminate the membership of any member who has failed to meet the responsibilities of membership or whom no longer qualifies as a member as set forth in section 3.1. Termination of membership by the board may be appealed to the membership at the Annual Membership Meeting.

3.5 Non-Transferability: Memberships may not be transferred.

Article IV - Membership Governance


4.1 Annual Meeting: The foundation shall hold an Annual Meeting of Members. The date of this meeting shall be set by the board of directors each year, but shall occur between the date of the spring equinox and the summer solstice. The Convener of the Board or an appointed representative shall present the annual report to the meeting and act as facilitator for the meeting. The Meeting Agenda will consist of any items proposed by the Board and any items submitted by any member. Agenda items may be submitted to the board prior to the meeting, or to the Convener or the Convener's representative at the meeting, up until the Annual meeting is officially convened by the Convener.

4.2 Special Meetings: Special Meetings may be called by a petition signed by ten members or twenty percent of the membership, whichever is less. The purpose of such meetings shall be clearly stated on the petition and in the notice of the meeting and no other business may be considered. Petitions for Special Meetings shall be presented to the board, who shall certify them and arrange a timely meeting date.

4.3 Notice: All members shall receive written notice of Annual or Special Meetings, mailed or carried to their last known addresses at least ten and no more than thirty days before the meeting. For the purposes of this section, notice appearing in a regular publication of the foundation delivered to all members shall be sufficient to fulfill the requirement of notice. The notice shall contain location, date, time and agenda (as much as is known at the time of notice) of the meeting.

4.4 Quorum: The presence in person or by written ballot at the opening of a meeting of 20 members or sixty percent of the membership whichever is less, shall constitute a quorum at any Annual or Special Meeting. If ballots are counted in order to achieve a quorum, only those questions addressed in the ballots may be decided. Business may be discussed but no official action taken without a quorum.

4.5 Decision Process: Decisions shall be made by consensus. If one third of members present request a vote on a particular matter, then a seventy percent approval of those present shall decide the question. Exceptions are changes to the By Laws or Articles of Incorporation or Dissolution of the Foundation. Such actions require an eighty percent approval of the entire membership to become enacted.

4.6 Voting: In each question decided upon by a vote of the membership, each member shall be entitled to one and only one vote. Votes at Annual or Special Meetings may be cast by members attending the meeting. A member who will be absent from a meeting may cast votes by delivering a ballot of their potential votes on questions that may be decided at the meeting to the Convener of the Board. A member may not appoint a representative to vote for them at a meeting (no proxy voting).

4.7 Referenda: Questions of policy or operations may be referred to a membership referendum by the Board of Directors or by a petition signed by ten members or ten percent of the membership, whichever is less. The board of directors shall supervise such referenda and shall insure that questions are fairly presented, with adequate space given to opposing viewpoints. All members shall receive the referenda, mailed or carried to their last known addresses by the date specified in the referenda (the referenda date). Ballots must be returned to the Board of Directors. Balloting is terminated by the Board of Directors. Balloting shall be terminated no earlier than 21 days and no later than 42 days after the referenda date. Ballots from the same number of members as would be required to constitute a quorum at a meeting must be returned in order for the referenda questions to be decided. A seventy percent approval of those voting is required to decide a question. Results of the referenda shall be distributed to all members in a timely manner, even if enough ballots to decide the referenda questions are not received.

Article V - Board of Directors


5.1 Size and Qualifications: The foundation is governed by a board of directors elected by the membership at the Annual Membership meeting. Any member of the foundation is eligible to be a board member. The board shall be composed of not less than 5 nor more than 9 persons, as determined at determined by a meeting of members.

5.2 Nominations, election and terms: Individuals may be nominated for election to the Board of Directors by the board or by any member. Each member may vote "yes" or "no" for each nomination. The member shall indicate their preference for each nominee for whom they cast a "yes" vote by ranking them numerically. First or highest preference shall be indicated by the number "1", next highest by the number "2" and so on. Only individuals receiving affirmative votes by more than fifty percent of the ballots counted may be elected. Of those, individuals receiving the highest preference shall be elected. The numerical formula to determine the preference for each nominee is: ((number_of_votes_cast * number_of_nominees) - sum_of_rankings_received). If a tie occurs, then a runoff vote between the tied individuals shall be held. If the membership fails to elect a sufficient number of directors, the board may appoint interim directors until the membership fills the positions. Terms of the directors are until the end of the next Annual Membership Meeting.
5.3 Vacancies: If a vacancy occurs, the board may appoint interim directors until the membership fills the positions.

5.4 Powers and duties: The Board of Directors is empowered to act in the interests of the membership in all matters pertaining to the corporation except as to matters reserved to the membership by law or by these By Laws. The board is legally responsible for the operations of the foundation and is expected to carry out its task in such a way as to achieve its purposes. The board is legally responsible for carrying out the provisions of these By Laws. They shall operate the foundation in accordance with Article X of these By Laws.

5.5 Committees: Except as other wise required by law, the Board may appoint standing or special committees to advise the Board or to exercise such authority as the Board may designate. All committees shall include at least one director. Committees exercising authority of the Board shall consist exclusively of directors.

5.6 Compensation: Compensation, if any, shall be determined by the membership.

5.7 Termination: A director may terminate their directorship by tendering their resignation in writing to the Secretary of the Board. The membership may remove a director by referenda or at a meeting by the same rule that any other question brought to the membership is decided. A director who fails to attend three consecutive board meetings may be considered by the board to have tendered their resignation.

Article VI - Board of Directors Governance


6.1 Meetings: Board meetings shall occur as often as is needed in order to conduct the business of the foundation. The Meeting Agenda will consist of any items proposed by any member of the foundation. Agenda items may be submitted to the Convener or the Convener's representative up until the meeting is officially convened by the Convener. After the meeting is convened, additional agenda items must be approved by board members who are present.

6.2 Notice: All members shall receive written notice of Board Meetings, mailed or carried to their last known addresses at least ten days before the meeting. For the purposes of this section, notice appearing in a regular publication of the foundation delivered to all members shall be sufficient to fulfill the requirement of notice. The notice shall contain location, date, time and agenda (as much as is known at the time of notice) of the meeting. Regularly scheduled meetings need to have their location, date and time published to the membership at least semi-annually.

6.3 Quorum: The presence in person or by written ballot at the opening of a meeting of eighty percent of the board shall constitute a quorum at any Board Meeting. Business may be discussed but no official action taken without a quorum.

6.4 Decision Process: Decisions shall be made by consensus. If one third of members present at the meeting request a vote on a particular matter, then a seventy percent approval of the Directors who are present shall decide the question.

Article VII - Officers


7.1 Convener: The Convener shall bring meeting to order and act as facilitator. The Convener may appoint other roles as they perceive will be helpful for a smoothly flowing meeting such as time keeper, person to maintain queue, vibes watcher, etc... If the Convener cannot be present to convene a particular meeting or for other reasons is unable to facilitate a meeting, the Convener shall appoint another member to act in their stead.

7.2 Secretary: The Secretary shall take minutes of all board and membership meetings. Such notes shall be made available to the membership in a timely manner. If the secretary cannot be present to record a particular meeting or for other reasons is unable to take notes at a meeting, the secretary shall appoint another member to act in their stead

7.3 Treasurer: The Treasurer is vested with the fiscal responsibility of the foundation. The treasurer shall account for all income and expenses of the foundation.

Article VIII - Land Stewards


8.1 Qualifications: Land Stewards are permanent residents of a particular piece of land being used as a research and demonstration project by ZimZam Foundation.

8.2 Nominations, appointment and terms: Prospective Land Stewards may be approved by consensus of all stewards residing on a particular piece of property (the Land Steward Group). At such time they may move onto the property. Prospective stewards are members but do not have the other rights beyond membership which are vested in Land Stewards. At such time as prospective stewards request permanent status, the Land Steward Group shall decide whether to approve the request. If they approve, the Land Steward Group will send the request to the Board of Directors for final approval. A denial from the board may be appealed to the Membership to decide. Each initial Land Steward Group (for land that has no Land Stewards) will be nominated and approved by the entire membership.

8.3 Rights: Land Stewards are empowered to act as directors when in attendance at a meeting of the Board of Directors. Land Stewards have lifetime tenancy on the land for which they are stewards for as long as they fulfill all of their responsibilities and obligations.

8.4 Responsibilities: Land Stewards are responsible for carrying out the goals of the foundation in regards to the particular property of which they are stewards. They may have financial responsibilities. They may also have minimum labor requirements. These money and labor requirements are set for each person at the time that they become a Land Steward and are spelled out in a contract with the foundation. Such contracts may be adjusted from time to time as the needs of the foundation and the abilities of the Steward change. Such contracts may be changed only by agreement of the steward and the board or the membership may act in lieu of the board.

8.5 Termination: Land Stewards may terminate their stewardship by tendering their resignation in writing to the Secretary of the Board. The membership may remove a steward by referenda or at a meeting by the same rule that amendments to the By Laws are decided. A steward who is absent from the land for a year without previously making arrangements for their absence shall be considered to have tendered their resignation. Land Steward Groups can request termination of a steward by placing the request as an agenda item on a board meeting or a membership meeting just as any member has the right to place items on agendas for these meetings.

Article IX - Covenants


9.1 Covenants:
No pesticide or herbicide may be used.
No animal ownership including no pets.
No eating of meat.
No smoking except in designated areas. Cigarette butts must be entirely compostable. Smoking by Stewards is discouraged.
No alcohol consumption except for tinctures or in other situations agreed upon by a particular Land Steward Group.

9.2 Compliance: All Land Stewards must comply with the Covenants:

9.3 Amendment: This Article is not subject to Amendment. Covenants are unchangeable. Neither the board nor the membership may change them. The covenants are adopted at the creation of the the corporation by consensus of the entire membership.

Article X - Operations


10.1 Fulfillment of Purposes: The board shall contract with Land Stewards to live on any land it acquires for research and demonstration purposes (sections 2.1(c), 2.1(d) and 2.1(e)). In exchange for life tenancy on a property owned by the foundation Land Stewards shall work to carry out the foundation's purposes. This relationship shall be specified by a contract written up and agreed to by the Land Steward and the Foundation. The Board shall act to confirm or deny requests for permanent status as a Land Steward within 30 days of the request being submitted by a Land Steward Group. Staff may be hired as needed to ensure the operation of the foundation.

10.2 Fiscal Year: The Fiscal Year of the corporation shall be set by the Board of Directors.

10.3 Audits: The Board of Directors shall obtain an audit (internal or external) of the corporations books at the end of the Fiscal Year and shall present the audited statements to the members at the Annual Meeting. The board may require such other audits from time to time as it deems necessary.

10.4 Accounts: The Convener and the Treasurer shall jointly have the power to open bank and credit union accounts for the organization and to appoint signers. The board shall be informed of each account that is opened at its subsequent meeting.

Article XI - Dissolution


11.1 Process: This corporation may be dissolved only by the membership in accord with the processes described in Article IV of these By Laws.

11.2 Distribution of Assets: Upon dissolution, the Board after paying or making provision for payment of all its liabilities, shall dispose of foundation assets in such a manner. or to such organizations, as it determines to be consistent with the foundation's purposes and with applicable revisions of law, including section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

Article XII - Amendments


12.1 Process: Amendments to these By Laws may be made only by the membership in accord with the processes described in Article IV of these By Laws.

Send Comments to: ab414@seorf.ohiou.edu
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