SGCC Policies and Procedures

DRAFT

[QUESTION-- WHERE DO WE PUT THE INFO ABOUT "BUY-IN", HOW MUCH IT WILL BE, ETC...?}

BUSINESS AFFAIRS

The name of the Business is Sheba Green Cleaning Cooperative, whose principal office is at 1151 Massachusetts Ave., Cambridge, MA, 02138. All bonds, contracts, notes and other obligations authorized to be executed on the behalf of the business shall be signed by any member of the cooperative. The original "Articles of Organization", "Policies and Procedures", records of all business meetings of members, and names and address of all members (and the shares held by each) shall be kept in the principal office of the business.

The "Articles of Organization" are a part of these policies and procedures, and the powers of members and all matters concerning the conduct and regulation of the business shall be subject to such provisions set forth in the "Articles of Organization".

MEMBERSHIP AND MEMBERSHIP SHARES

The Co-Op shall function on a cooperative basis with the members all working for the business. A Membership Share may be held only by persons who 1) patronize the business through contributions of their labor on a full or part-time basis; and 2) have been approved by the membership to be members. Only one Membership Share shall be issued to each member. The existing members have no rights to shares issued to any other member. The legal consideration paid to the business for a Membership Share shall be determined by the members and shall be referred to as the Membership Fee. No member may sell, assign any interest in, or otherwise transfer voluntarily or involuntarily his or her Membership Share during the period of the person's work and membership in the business. Upon voluntary or involuntary termination of a member's work in the cooperative, the Membership Share shall be transferred back to the business at the time of termination.

SGCC Process for Becoming a Member

SHEBA GENERAL ASSEMBLY OF MEMBERS

Business meetings shall be held on a regular basis. Members may request agenda items to be discussed at each business meeting, provided such requests are directed to the Agenda Committee {.NOTE; THIS DOES NOT APPLY TO US-- HOW WILL WE HANDLE AGENDA PREP? MAYBE ROTATION OF ALL FULL MEMBERS?// The Agenda Committee will notify the membership of their scheduled meeting time, which shall take place not less than five business days prior to the business meeting; requested agenda items will be considered at that time. The posted agenda shall then be available not less than five days prior to the business meeting. Emergency agenda items may be requested by a member at the beginning of the business meeting, but will be placed on the agenda of that meeting only upon consensus of the remaining members. (QUESTION: OUR OWN PROCESS; SHOULD WE SPECIFY THAT MEMBER RESPONSIBLE FOR MEETING AGENDA WILL POST IT TO OUR SHEBA LIST, ... 2 DAYS BEFORE MEETING? SUBJECT TO ADDITIONS, SUGGESTIONS OF ANY MEMBER?}

Decisions are made only when consensus is reached.{QUESTION; IS THIS EXACTLY WHAT WE WANT FOR SHEBA? ARE WE SURE?} Consensus is a process whereby all members are supportive or tolerant of a proposal. When a member does not agree with a proposal, he/she must voice their concerns, and the cooperative will attempt to reconcile the differences. If differences still remain after efforts to resolve the concerns, the individual(s) may either agree to tolerate the proposal despite reservations, or may "block consensus" by refusing to tolerate the proposal. Blocking consensus is based on principle, not personal preference, and should only be implemented in an effort to further the group's well-being. Exceptions to consensus decision-making are noted in these bylaws.

All business and special meetings shall have minutes recorded and made available to all members. Members are expected to attend these meetings. Absent members have one month to require a reconsideration, unless the membership decides that extenuating circumstances warrant an extension.{QUESTION; DO WE WANT THIS TO BE SHEBA POLICY? WHAT HAPPENS TO PEOPLE WHO MISS MEETINGS? Knowledge of decisions reached while he/she is absent is incumbent upon that member.

Any significant policy issue or business decision may be finalized without all members present if absent member(s) consent to the action in writing, filed with the records of the meetings of members. Such consent shall be treated for all purposes as a vote at a meeting.

AGENDA COMMITTEE {AGAIN--- THIS DOES NOT APPLY TO US-- WHAT WILL BE OUR PROCESS??

The Agenda Committee's purpose is to aid in the formulation and discussion parameters of business policy. A policy issue, initiated by any member, shall be reviewed by the committee, in accordance with the "General Assembly of Members" section in the bylaws. The committee shall outline the various aspects of a potential decision, and if necessary, separate out the major elements involved in the decision. Whenever possible, the committee will make specific recommendations based on their discussion of the policy. The committee will draw up the agenda for the members' business meeting, and include any pertinent or helpful information which would facilitate a discussion among the members. The Agenda Committee shall be made up of three persons who volunteer or are otherwise selected from the membership. The Committee personnel shall be rotated so that all members have the opportunity to serve on it. At the conclusion of each calendar quarter, the Committee shall change personnel, with one person remaining to serve a second quarter. Committee members are limited to serving two consecutive quarters.

AMENDMENTS TO POLICIES and PROCEDURES

The power to make, amend, or repeal these "Policies and Procedures" shall be held only by the Sheba General Assembly of Members. Notice to all members that such a change is under consideration must be made at least one week prior to the meeting which will review the change. All changes must be approved by consensus of the members.

===RIGHTS OF MEMBERS=== [ OR-- DO WE WANT TO HAVE OPTION OF BEING FULL MEMBER, WITH FULL WAGES AND REQUIREMENT TO ATTEND MEETINGS; AND "NON-VOTING MEMBERS" WITH (10%?) LOWER WAGE??--- SEE JOE'S EARLIER PROPOSAL}

All members of the business have an equal vote in the consensus decision making of all (COOP) business matters, except as specifically noted in the Policies and Procedures and Articles of Organization. Members have the right to initiate and formulate policy decision, in accordance with the "General Assembly of Members" section in the bylaws. The bookkeeping and all other business information is to be accessible to members upon their reasonable request. However, financial and bookkeeping records are not to leave the office unless approved by the membership. All members have an equal claim to the available work. In cases where there is a shortage of work, and a surplus of members desiring work, the work shall be apportioned equally. Members have the right to an equal hourly wage. All business tools and equipment are available for reasonable personal use; however, (COOP)'s needs for these tools takes priority over personal use and all tool use is subject to (COOP) Tool Use Policy.

RESPONSIBILITIES OF MEMBERS

All members must work at least 500 hours per year. An exception to this is described in the section entitled Leave of Absence. Members are required to give the earliest possible notice of vacations or leaves of absence, and to generally coordinate their availability with (COOP) work scheduling needs. Members are to demonstrate integrity in their dealings with any individual or group with whom they are acting as Agents for (COOP). This includes but is not limited to other members, clients, vendors, subcontractors, and building inspectors.

Members are expected to work together to promote a cooperative and supportive and respectful work environment. This includes respecting each others' opinions and desires expressed at meetings and job sites, encouraging all workers' input into on-site decisions when appropriate, and sharing desirable and undesirable tasks.

All members should participate in bringing their job to a successful completion. This will necessitate familiarity with the job contract (including change orders) and a general understanding of bid allocations for the various job categories. Members should also be familiar with the order of tasks on their job and assist in the general organization of the work site. Members are expected to have an adequate complement of tools for daily work.

When appropriate, members should assist the job coordinator in administrative tasks such as the recording of material or tool purchases and use of inventory supplies. Members are also expected to sign out all (COOP) tools taken from shop or another job site and to return them to the shop when finished. Workers on each job site should coordinate use of tools with other job sites so that needs are met whenever possible.

All members have the responsibility to participate in the rotation of job coordinators for different jobs. For various reasons the membership may allow certain members to assume this role more than other members, although the membership should strive to spread this responsibility as equally as possible among all members.

Members shall rotate the task of facilitator of the business meetings. The facilitator is responsible for keeping discussions focused on the agenda item being discussed and for maintaining a cooperative approach to the resolution of discussed items. All members present at the meeting have a responsibility to aid the facilitator in these tasks.

RESIGNATION OF MEMBERS

A member may resign his/her membership by delivering a written resignation to the principle office address or to a regular or special meeting of the membership. The departing member shall have the opportunity to address the membership regarding their resignation at a regular or special meeting. This written resignation shall be considered effective upon acknowledgment by the membership. Financial matters pertaining to the departing member shall follow the procedure outlined in the bylaws section, "Termination of Membership".

LEAVE OF ABSENCE

A member must give notice of a Leave of Absence if he/she is intending to be withdrawn from the workforce for a period between one-and-a-half months to one year. Notice of a Leave should consist of a written statement describing the reason for and duration of the Leave as well as any means of contact while on Leave. This notice should be submitted as early as possible, but not less than one month prior to a leave of one-and-a-half months to 3 months; not less than 2 months for a leave from 3 to 6 months; and not less than 3 months for a leave from 6 months to one year. While on Leave, a member has no decision-making rights unless they are able to attend meetings where decisions are made. At the remaining members' discretion, an important decision may be delayed in order to elicit the "on-Leave" member's participation. The minimum annual work requirement of 500 hours will be reduced in proportion to the percent of the year that the member is not on-Leave.

JOB COORDINATION

All members working in the field are expected to rotate in and out of the position of a job coordinator. The job coordinator is responsible for:

1. familiarity with the job contract and the cost breakdown of the bid.
2. all communication with the client & for recording all significant communication in the job log.
3. recording all job-related expenses with the bookkeeper and for providing the office with any necessary information relating to the job.
4. scheduling all subcontractors.
5. the organization of the work in order to successfully bring the job to completion.
6. informing all workers on the job site of a general description of the work, including the job flow chart.
7. encouraging participation of workers in work-site decisions when appropriate.
8. facilitating sharing of desirable and undesirable work among workers as much as possible.
9. bringing potential or real problems pertaining to the job site to the attention of other members for input towards resolution, especially if such problems could affect the welfare of (COOP).

DISSOLUTION

Dissolution of the business requires careful consideration by all members. Therefore, all members must be notified that such a proposal will be made at the next regular or special business meeting. If all members reach a consensus decision to dissolve, the business completes all work in progress, and administrative affairs are brought to conclusion. Settlement of assets and liabilities and other financial accounting proceeds as outlined in the "Finances" section of these bylaws.

In the event of factional disagreements, whereby one-third of the membership is having serious problems with the remaining members, a special meeting shall be called. Possible resolutions of the problem shall be discussed, and a schedule drawn up, if necessary, to work out the difficulties. If after sincere efforts at resolution have failed, the membership shall call a vote, whereby at least 75 percent of the membership must be in favor of dissolution for dissolution to occur. If a decision to dissolve is reached, the aforementioned process of completion and accounting will proceed.

FINANCES NET WORTH - There shall be an Individual Internal Account in the name of each member and one Collective Internal Account that is un-individuated. The sum of all the Individual Accounts and the Collective Account shall equal the net worth of the cooperative.

INDIVIDUAL INTERNAL ACCOUNTS - Every member will have an individual equity account assigned to him/her. This account is credited annually with distributive shares of the profit of the business evidenced by written notices of allocation to be paid back to the members over time.

COLLECTIVE INTERNAL ACCOUNT - The Collective Internal Account is un-individuated and remains intact until dissolution of the cooperative. It can only be reduced by net losses at the end of a fiscal year according to a formula described in the section on loss distribution. The purpose of the collective account is to maintain an adequate cash flow and to guarantee sufficient capital for payment of member's dividends.

NET INCOME [PROFIT/LOSS] - The before-tax net income of the cooperative shall be calculated in the conventional manner. If there is a positive net income (profit) at the end of a given fiscal year it will be apportioned in the following way: 80% of the profit will be put into the individual accounts to be paid out as dividends; 20% of the profits will be put into the collective account. Five percent of the profit, taken from the collective account, will be donated to causes of the membership's choosing. [QUESTION; HOW DO WE WANT TO DEAL WITH THIS SPLIT OF THE "GOODS"? WHAT PERCENTAGES?}

PROFIT DISTRIBUTION INTO INTERNAL ACCOUNTS - If at the end of a fiscal year, the cooperative shows a net profit, 80% of that profit will be apportioned to the individual internal accounts based on each member's patronage. A member's patronage is defined as the total number of hours worked by that member during the fiscal year divided by the total number of hours worked by all members. Therefore the share of profits distributed into each member's account is determined by multiplying the profits to be distributed into all the individual accounts by the patronage of each member. All the capital in the cooperative represented by the individual internal accounts may be commingled with other sums and used for any purpose deemed necessary by the cooperative.

LOSS DISTRIBUTION - If there is a net loss at the end of a fiscal year, it will be apportioned in the following manner. Losses would be allocated first to the collective account until it falls to 5% of the average gross income from operations for the last three years (including the tax year). When the collective account falls to this point, the loss is distributed against remaining notes of allocation (the remaining 25% of previous yr. profit allocation). When the first of these is reduced to $0, the remaining loss is allocated back to the collective account. Each member's share of any loss distribution will be otherwise be determined in the same manner profits are distributed into individual accounts.

DIVIDEND PAYMENTS - the notes of allocation will be paid out on the following schedule: -50% of partners' notes will be paid out by Jan. 15th immediately following the profit year. -25% will be paid by April 1 of the same year. -25% would be held until the following January. This amount is subject to loss distribution, if any (see above). If there is no loss this amount will be paid by Jan. 15th along with the 50% share due from the new tax year.

TERMINATION OF MEMBERSHIP When a member's membership in the cooperative is terminated at the initiative of the member or of the cooperative, the net profit/loss will be determined in the usual manner. The terminated member's share of that profit or loss will be added to his/her account. The entire sum in the terminated member's account shall be paid according to a schedule determined by the membership. This schedule should not exceed five years unless the membership determines that extenuating circumstances warrant an extension.

DISSOLUTION

If and when the cooperative dissolves, all remaining debts shall be paid from the collective account. Members will decide whether to liquidate any part of the remaining assets. All liquidated assets and remaining capital will be divided equally among the remaining members. All assets not liquidated will be split up among the members by consensus agreement. The remaining members at dissolution may or may not decide to apportion a certain sum of money to former members.