In A Nutshell:
The purpose of the Shareholders agreement is to:
a. Give the resident a Life Estate interest in the community land trust.
b. Prevent transfer of the stock to anyone outside of the Village.
c. Set a value for the stock in the event a resident chooses to leave the Village.
d. Notify outsiders that the stock has no real value to an outsider.
e. Prevent a resident’s creditors from seizing his interest in the Village.
THIS AGREEMENT made this ____ day of ___________ 20___ between Co-Op Village, Inc., hereinafter referred to as “the Corporation”, having its principle office at 6692 E. Magnolia Street, Milton, Florida, and ____________________________________
of _________________________________________, hereinafter referred to as “Shareholder”.
WHEREAS, the parties desire to promote their mutual interests and the interests of the Corporation by making provision to avoid future differences,
A. The purpose of the Corporation is to offer lifetime community to its shareholder residents in the forms of a community land trust and a co-operative, in exchange for cash payment and a lifetime commitment of personal service from each resident, with each shareholder resident being voted into the community based upon certain criteria being met and each resident having a desire and ability to work for the good of the community;
B. The Corporation wishes to admit shareholder residents by consent of the community only and not by having residents forced into the community by other means, such as by inheritance, gifting by the shareholder, legal action taken by others resulting in the transfer of stock ownership, assignments or any other methods not approved by the Corporation in which the Corporation loses control over admittance of residents;
C. The Corporation recognizes that shareholder residents should be free to give up their residency and receive a refund of their investment into the Corporation any time they desire to leave;
D. Residents join to gain an extended family rather than as a monetary investment,
NOW THEREFORE, it is mutually agreed as follows:
Stock Rights Back to Top
1. Stock Issuance:
a. Limited Number of Shares: No more than one share of stock will be issued to each shareholder. No shareholder or person or other entity will be allowed to own more than one share of stock, accept as permitted under paragraph 7 of this agreement.
b. Shareholder Qualifications: All shareholders must be natural persons who are residents of the Village community who have been approved by the Community to be a resident.
c. Minimum Stock Payment: No stock shall be issued without a Minimum Stock Payment having been made.
2. Voting Rights:
WHEREAS, most children will not pay any or all resident fees to be residents until the age of majority, and the Community wishes to restrict voting only to residents;
NOW THEREFORE, only residents age 18 and over shall have the right to vote.
Any shareholder under the age of 18 who has been issued a share of stock shall accept that share without the right to vote until the age of majority. No parent, guardian or any other party will be allowed to exercise the right to vote that share until the owner reaches age 18.
3 Stock Issuance Money:
WHEREAS, The Community wishes to have residents participate in it’s governance as soon as possible and the Community will most likely finance the resident fee / stock purchase price;
NOW THEREFORE, full voting rights, subject to further restrictions contained in this agreement, shall pass to the shareholder at the time of stock issuance.
4. Life Necessities:
The shareholder, while a resident of the community, shall be entitled to a non-transferable life estate interest in the community land trust and other privileges granted by the bylaws to residents, including but not limited to food, utilities and local transportation.
Transfer Restrictions Back to Top
5. Non Transferable:
This agreement shall bar any transfer, assignment, bequest, or sale of shares of stock by the undersigned shareholder to another, unless otherwise permitted in this agreement. If a transfer of any type should occur however; the receiving party shall take the stock subject to all the limitations of this agreement as if he or she were a party to it.
6. Sale to Corporation:
The undersigned shareholder agrees that he will not transfer; assign, sell, pledge, hypothecate, or otherwise dispose of the shares of stock owned by him, or the certificates of stock representing his interests, unless such shares of stock shall have been first offered to the Corporation at a price per share as stated in paragraphs 13 or 14 of this agreement. Such offer shall be made in writing and shall remain open for the Corporation's acceptance for a period of 60 days. In the event the Corporation wishes to accept the offer; it must agree in writing to purchase the stock offered and shall at that time make a down payment of 10% of the purchase price. The balance of the purchase price shall be paid within 30 days.
7. Sale to Shareholders:
If the Corporation should not choose to purchase the shares within 60 days, the shares shall then be offered to the remaining shareholder's. Such offer shall be made in writing and shall remain open for a period of 60 days. In the event the shareholders wish to accept the offer; they must agree in writing to purchase any or all of their pro rata portion of shares, and make a down payment in the amount of 10% of the purchase price. The balance of the purchase price shall be paid within 30 days. If any shareholder should elect not to purchase his or her pro rata portion, or should purchase less than the full amount, the remainder shall be offered to the other shareholders on a pro rata basis. The amount of stock that remains unpurchased after this offering to the shareholders shall be freely transferable and no longer subject to the provisions and limitations of this agreement.
8. Death of Shareholder:
a. The parties to this agreement agree that upon the death of the shareholder, the executors, administrators, or legal representatives of the deceased shall, within 90 days after qualification as such, sell to the Corporation, and the Corporation agrees to buy, all the shares of stock in the Corporation, owned by the deceased at the time of his or her death.
b. The valuation of the stock shall be according to the provisions of paragraph 14 of this agreement. The purchase price shall be paid as follows: 100% in cash within 30 days after the qualification of the legal representatives of the deceased shareholder.
c. It is the wish of the parties to this agreement that within the period specified above after the death of the shareholder; his or her family shall terminate all interest in the Corporation, except where family members own stock in their own name.
9. Eviction Action:
In the event that the shareholder is evicted from the community under the Corporation Bylaws, the shareholder will submit his shares of stock for repurchase in the time allocated in the Bylaws, with stock valuation as specified in paragraph 13 of this agreement, with 100% payment being due and payable at time of stock surrender.
10. Repurchase of Child’s Share:
A custodial parent(s) or guardian(s) of a child under the age of 18, who wishes to remove the child from the community, may initiate a stock repurchase on behalf of the living child resident. The stock valuation shall be as set forth in paragraph 13 in this agreement, with the payment being made to the parent(s) or guardian(s).
Voting Restrictions Back to Top
11 Election of Board Members:
a. The undersigned shareholder agrees that so long as he or she shall remain a shareholder in the Corporation, he or she will vote his or her respective shares of stock in the Corporation for only shareholders as a director; so long as that person remains a shareholder of the Corporation:
b. Any of the foregoing directors who ceases to be a shareholder in the Corporation shall submit to the Corporation his or her resignation as a director when he or she transfers his or her shares.
12. Election of Officers:
a. For the best interest of the Corporation, the undersigned shareholder agrees to have only shareholders appointed and elected as an officer of the Corporation, as long as he or she remains a shareholder and performs faithfully, efficiently, and competently for the Corporation.
b. Any of the foregoing officers who ceases to be a shareholder in the Corporation shall submit to the Corporation his or her resignation as an officer when he or she transfers his or her shares.
Stock Valuation Back to Top
13. Stock Repurchase from Resident:
If the stock is repurchased by the Corporation directly from the resident, for the benefit of the resident only and no other party, then the valuation of the stock is mutually agreed to be equal to the amount of money:
a. Paid by that resident, or his agents on his behalf, and
b. With the amount being paid towards the Resident Fee / Stock Purchase Price, and duly recorded by the Corporation as such, and
c. With the maximum valuation of the stock not to exceed that original Resident Fee / Stock Purchase Price as quoted in the definition section of this agreement, unless otherwise amended in writing.
d. This valuation shall be used if the repurchase is initiated voluntarily by the resident or is initiated by an eviction of the resident under the bylaws of the Corporation.
e. If the resident is deemed incompetent to request a stock repurchase, the Corporation will use this valuation method if the resident’s agent acts under a power of attorney which has been executed within 36 months from the time of written request for repurchase.
14. Stock Repurchase from Others:
a. If the stock is repurchased by the Corporation from any party other than the resident or is repurchased for the benefit of any party other than the resident, then the valuation of the stock is mutually agreed to be One Hundred U.S. Dollars.
b. The lower valuation in this section shall apply to any party other than the resident, including any administrators, assigns, beneficiaries, bequests, creditors, executors, heirs, pledges, transferees and trustees.
c. If the repurchase is initiated as a result of legal action against the resident by any party other than the Corporation, then the lower valuation in this section shall apply.
Other Back to Top
15. Best Efforts: Each of the undersigned persons agrees that he or she will devote his or her best efforts to develop the best interests of the Corporation.
16. By-Laws: The shareholder is subject to all of the bylaws of this Corporation.
17. Stock Certificate Reference: Each stock certificate of the Corporation shall contain the following information:
Transfer or pledge of these shares is restricted under a shareholders' agreement dated ______________, 20___. A copy of the agreement, which affects other registered the holder of these shares, is on file at the office of the Corporation at 6692 E. Magnolia Street, Milton, FL 32570.
18. Arbitration: Should any dispute arise between any one or more of the parties to this agreement as to their rights under any provisions of this agreement the parties hereby agree to refer such dispute to the American Arbitration Association, whose decision on the questions shall be binding on the parties and shall be without appeal. It is mutually agreed that in the event of a dispute, the laws of the home (charter) state of the Corporation shall prevail.
19. Corporate Authorization: The Corporation is authorized to enter into this agreement by resolution adopted by the shareholders and directors, dated _______________ 200 _____.
20. Amendments: This agreement or any of its provisions may be changed only by mutual consent of the parties hereto, and unless so changed it remains binding upon all the parties, their heirs, executors, administrators, representatives, or assigns, who shall execute and deliver all necessary documents required to carry out the terms of this agreement.
21. Unconscionable Clause: If any clause contained in this agreement shall be adjudicated unconscionable then the rest and remainder of this contract shall remain in force.
Community = All resident shareholders living in the
community land trust.
Minimum Stock Payment = $_______________ U.S.
Resident Fee / Stock Purchase Price = $________________U.S.
Resident = A shareholder who has been voted in as a resident by
the community under it’s corporate bylaws
and who resides in the community land trust.
Repurchase = Purchase of stock from the shareholder by
the Corporation or other shareholders.
IN WITNESS WHEREOF, the individual parties hereto set hands and seals, and the Corporation has caused this agreement signed by its duly authorized officers and the corporate seal affixed.
CO-OP VILLAGE, Inc.