The nitty-gritty of how we operate

On January 8th, 2001, the City Repair Board of Directors sumbitted to the weekly meeting of City Repair staff and participants (volunteers) a proposal creating the executive staff position of “Co-Director” – the position would share executive responsibilities and decision-making power among a number of people, but also derive their empowerment from the will of the regular volunteers of City Repair. The proposal was to be considered by all for a week, and then decided on at the next meeting (1/15). After the meeting, the proposal was distributed to all via email or hard copy.

On January 15th, everyone present at that regular weekly meeting considered, discussed and reached CONSENSUS that the proposal was approved as written (no comments were received from people who could not be at the meeting).

Although both the idea and the way we went about developing it and deciding on it may seem a bit odd at first, it reflects how City Repair was functioning up to that point – that is, the core group of Charla, Saskia, Mark and Daniel were running the organization (making decisions, taking initiatives, carrying responsibilities, etc.) in ways that – to their best judgement – reflected the will of the group (regular participants). This proposal put in writing what had been an informal TRUST-RESPONSIBILITY relationship

Present for Decision: Saskia, Charla, Mark, Daniel, Katrina, Ken, Vanessa, Caroline, Karina UPDATE JANUARY 2003: In late 2002 we evolved the Co-Director model described here to become a Coordinators Council made up of representatives from each of City Repair’s ongoing projects. Each person on the Council now functions as a Co-Director. For more information on this more complex model, contact Daniel at daniel@cityrepair.org .

Responsibility for Decision-Making in The City Repair Project (establishment of Co-Directorships)

We, the members of the Board of Directors of The City Repair Project,

CONSIDERING that the essential cultural impulse of City Repair is the emergence of lasting relationships and friendships, and nurturing trust, sharing, understanding, forgiveness and love;

CONSIDERING the values we and regular City Repair volunteers hold concerning decision-making, namely that

• all people who volunteer and work for City Repair should have active, meaningful voices in decision-making,
• decisions in City Repair should not be made in a traditional hierarchical fashion, and no one person should be given ultimate decision-making power in City Repair, and
• the actions of City Repair should be based in the consensus will of those people who are carrying them out: the volunteers, staff and Directors,

CONSIDERING certain aspects of how City Repair functions, namely that

• a consistent body of volunteers has not historically attended meetings regularly, nor are volunteers obligated to attend meetings regularly,
• we have chosen to not be an officially membership-based organization, where decision-making power would rest legally with a membership body, and
• the members of the Board of Directors are individually legally responsible for all actions of City Repair,

and RECOGNIZING certain realities of our operations, namely that

• the individuals volunteering and working for City Repair have widely varying degrees of involvement, familiarity and investment with the operations of the group, and
• historically, individuals making operating decisions in City Repair have made the majority of their decisions based on the expressed or implied trust of the current group of regular City Repair volunteers,

NOW, in order to affix responsibility for decisions and define a value-based structure for decision-making, we agree to the following:

• The Board of Directors hereby establishes the executive staff positions of Co-Directorships for the execution of regular functions of The City Repair Project. The minimum number of Co-Directors shall be two, and the Board shall appoint Co-Directors in a future decision.
• The Co-Directors shall operate with the trust of the staff and regular volunteers of City Repair (hereinafter referred to as “the group”), as well as the members of the City Repair Board of Directors.
• The Co-Directors, in good faith, shall endeavor to reflect the consensus will of the group in all their work. Accordingly, they will use their best judgement in determining when to refer to the group for a consensus decision or guidance, and when to act autonomously.
• The Co-Directors will share the decision-making and representative responsibilities that an Executive Director normally holds in many other not-for-profit organizations. They are empowered to further the mission of City Repair according to their best judgement and in accordance with the general will of both the group and the Board of Directors.
• Their actions may include, and are not limited to:
  • maintaining day-to-day operations.
  • implementing City Repair projects and achieving project goals.
  • making cash disbursements within approved budgets.
  • representing City Repair to the public.
• Unlike traditional Executive Directors, City Repair Co-Directors are not empowered to do certain things without the expressed consent of the group. These include, and are not limited to:
  • contractually committing City Repair to perform a service or function that will require the participation or resources of people other than that Co-Director.
• When anyone in the group feels that a Co-Director has made a decision that seems to breach this trust, we encourage that person to bring it to the attention of the Co-Director and/or the Board for discussion. It is difficult for individuals to try to represent the will of others at all times; this model of decision-making will require the patience, forgiveness and participation of all to function well.
• Should any Director or a significant proportion of regular volunteers express concern that a Co-Director has repeatedly made decisions that seem to breach this trust, that Co-Director must meet with the Board of Directors. The Board will evaluate the situation and determine an appropriate course of action.

Charla Chamberlain
Saskia Dresler, President
Mark Lakeman
Daniel Lerch, Secretary

When we started becoming a social-profit (non-profit) organization, we had the darndest time finding model Bylaws that suited our needs - namely, bylaws that would allow us to operate by consensus without hamstringing us in emergency situations. With a lot of help from TACS, some research of other groups’ bylaws, and a little creativity, we put these together.

If you’re writing bylaws for your own social-profit, remember that every state has different requirements. If you’re in Oregon, start with the great folks at TACS; and no matter where you are, visit http://nonprofit.about.com/ for a whole bunch of excellent resources on anything and everything about social-profits.

Adopted January 1, 2001 in Portland, Oregon

The name of this corporation shall be The City Repair Project.

This corporation shall be organized and operated exclusively for charitable, scientific and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501©(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).

This corporation’s primary purpose is defined in its mission statement, which is as follows:

“The City Repair Project is an organized group action that educates and inspires communities and individuals to creatively transform the places in which they live. We facilitate artistic and ecologically-oriented placemaking through projects that honor the interconnection of human communities and the natural world.”

This corporation shall have no members as that term is defined by Oregon Revised Statutes Chapter 65.

The Board of Directors shall manage the affairs of the corporation.

The number of Directors may vary between a minimum of three and a maximum of nine.

Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be two years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of as close as possible to one-half of the Directors shall expire. A Director may be reelected without limitation on the number of terms s/he may serve. The Board shall elect its own members, except that a Director shall not vote on that member’s own position.

Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.

Vacancies on the Board of Directors and newly created Board positions will be filled by a vote of two-thirds of the Directors then in office.

A quorum at a Board meeting shall be two-thirds of the number of Directors prescribed by the Board, or if no number is prescribed, two-thirds of the number in office immediately before the meeting begins. If a quorum is present, action is taken by consensus of the Directors present, except as otherwise provided by these Bylaws. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by a vote of two-thirds of the Directors then in office.

Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.

Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting.

Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications in which all Directors participating may hear each other.

Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.

Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make ongoing decisions between Board meetings and shall have the power to make financial and budgetary decisions.

The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.

Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by consensus of the Directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time.

A quorum at a Committee meeting exercising Board functions shall be two-thirds of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by consensus of the Directors present.

No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or Officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its Committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.

The officers of this corporation shall be the President and Secretary.

The Board of Directors shall elect the President and Secretary to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve.

A vacancy of the office of President or Secretary shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.

The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors.

The Secretary shall have overall responsibility for all recordkeeping and all corporate funds. The Secretary shall perform, or cause to be performed, the following duties:

1. official recording of the minutes of all proceedings of the Board of Directors meetings and actions;
   
2. provision for notice of all meetings of the Board of Directors;
   
3. authentication of the records of the corporation;
   
4. keeping of full and accurate accounts of all financial records of the corporation;
   
5. deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors;
   
6. disbursement of all funds when proper to do so;
   
7. making financial reports as to the financial condition of the corporation to the Board of Directors; and
   
8. any other duties as may be prescribed by the Board of Directors.
   

This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law.

These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a two-thirds vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

ADOPTED January 1, 2001

Charla Chamberlain
Saskia Dresler, President
Mark Lakeman
Daniel Lerch, Secretary-Treasurer