Bylaws of Community Housing Expansion of Austin

(see also WhyBylaws)

PDF of the Bylaws: CHEABylaws-20131112.pdf

The copy of the Bylaws was last updated: 12 November 2013

Article I Name, Purpose, and Offices

Section 1 Name The name of the corporation is Community Housing Expansion of Austin, Hereinafter called the Corporation.

Section 2 Purpose The Corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.

Section 3 Offices The corporation shall have a registered office, and may have other offices at such places as the Board of Directors may from time to time determine, or as the activities of the Corporation may require.

Article II Members

Section 1 Members of the Corporation There is hereby established a category of members who shall be members of the Corporation, and who shall have voting rights in respect thereof as provided by these Bylaws. All members in this category of membership shall be members in good standing, and shall meet such other criteria as are adopted from time to time by the Board. Each member in this category of membership shall be entitled to one (1) vote.

Section 2 Other categories of Members The Board may establish such other categories of members as it from time to time deems appropriate. Persons or organizations in such other classes or categories of members shall not be members of the Corporation, and shall not have voting rights in respect thereof.

Section 3 Benefits, Dues and Policies The Board may establish and from time to time amend membership qualifications, benefits, dues and fees, and policies for each category of members established by these Bylaws or by the Board.

Section 4 Suspension, Termination and Appeal The Board, by an affirmative vote of a majority of all members of the Board, may suspend or terminate a member with or without cause at a meeting whose notice shall include such proposed suspension or termination. The board shall notify the member promptly of his or her suspension or termination. Any member may appeal his or her suspension or termination by filing a written appeal with the secretary of the Board within thirty (30) days of the date the Board mailed the notice of suspension or termination. The Board shall consider the appeal at the next regularly scheduled meeting. The decision of the Board shall be final.

Section 5 Resignation Any member may resign by filing a written resignation with the Secretary of the Board. The member may still be held accountable for his or her contract or debt.

Article III Meetings of the Members

Section 1 Special Meetings Special meetings of the corporation shall be held upon presentation of a written petition signed by not less than 50% of the voting members of the corporation who are in good standing. The petition shall also specify the purpose, or purposes, of the special meeting.

Section 2 Notice Notice of the meeting of the corporation shall be given not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting. Notice of any special meeting of the corporation shall be given at least fifteen (15) days prior to the date of the special meeting. Notice may be given personally, by mail to the last known address of any member, or by electronic means with or without proof of receipt as determined by the Board.

Section 3 Waiver of Notice Whenever any notice is required to be given to any member, director or or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 4 Voting and Proxy Members shall be present in person to vote, provided that with reasonable notice to the Board Chairperson, a member may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously.

Section 5 Quorum A majority (50%) of all voting members in good standing shall constitute a quorum at any annual or special meeting of the corporation.

Article IV Board of Directors

Section 1 General Powers The activities, property, monies and affairs of the Corporation shall be managed by the Board of Directors (hereinafter Board) who may exercise all such powers of the Corporation as are permitted by statute, the Articles of Incorporation, and these Bylaws.

Section 2 Number The Board shall consist of at least 2 Directors chosen from each CHEA house. In the case of there being only one (1) CHEA house, a third member will be elected from that house. At no time shall the Board consist of fewer than 3 Directors. If at any time these Bylaws are amended to reduce the number of Directors on the Board, such amendment shall not have the effect of shortening the term of any incumbent Director.

Section 3 Qualifications and Election Directors shall be elected at the conclusion of the preceding Directors term. Voting members in good standing may nominate persons, provided that all such nominees shall be members in good standing.

Section 4 Term of Office The term of office for Directors shall be 6 months. Directors may be reappointed or reelected to additional terms for up to 3 years, after which the Director shall be ineligible for reelection to the Board for a period of not less than one (1) year. Directors shall serve until the expiration of their term, resignation, disqualification, or removal from office as provided in these Bylaws.

Section 5 Filling of Vacancies Any vacancy in the Board, including vacancy created as the result of an increase in the number of Directors, shall be filled by an election held by the membership. This will constitute the start of a new term.

Section 6 Removal and Resignation Any Director may be removed at any regular or special meeting of the House which elected that Director, by an affirmative vote of the House in accordance with the House policies on officer review and voting majority, provided that the notice of the meeting shall state that the removal of a Director is to be considered. Any Director may resign at any time by notifying the Board.

Section 7 Regular Meetings Regular meetings of the Board shall be held at such places and at such times as may from time to time be determined by the Board, subject to all provisions for notice, as provided in these Bylaws. There shall be not less than six (6) regular meetings of the Board each year.

Section 8 Special Meetings Special meetings of the Board shall be held at such places and at such times as may from time to time be determined by the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws, any and all business may be transacted at any regular or special meeting of the Board. Special meetings may be called by the Chairperson, or by written request of fifty percent (50%) of the Directors in office.

Section 9 Quorum At all meetings of the Board, the presence of a majority of the number of Directors in the office shall be necessary and sufficient to constitute a quorum for the transaction of business.

Section 10 Voting and Proxy Directors shall be present in person to vote, provided that with reasonable notice to the Board Chairperson, a Director may attend any meeting and vote by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously. Proxy voting shall not be allowed.

Section 11 Consent Any action permitted or required to be taken at any meeting of the Board may be taken without a meeting if consent in writing setting forth the action to be taken shall be signed by all of the Directors. Such consent shall have the same force and effect as a unanimous vote of the Board.

Section 12 Attendance Directors are expected to attend at least 75% of Board meetings during their term.

Section 13 Compensation No Director shall receive compensation as the result of his or her service on the Board or on any committee of the Board. Nothing contained in this section shall prohibit any Director from receiving reimbursement for actual expenses incurred on behalf of the corporation, provided that the expense was authorized by the Board. Nothing contained in this section shall prohibit any Director from being reimbursed for expenses incurred in attending meetings of the Board or any committee of the Board, subject to applicable policies and procedures on reimbursement adopted by the Board.

ARTICLE V Officers, Agents and Employees

Section 1 Elected Officers The elected officers of the Corporation shall be a Chairperson, a Secretary, a Member-At-Large, and a Treasurer.

Section 2 Election All officers shall be elected by the Membership and their offices shall be filled upon vacancy.

Section 3 Appointive Officers, Agents, and Employees The Board may from time to time appoint such other officers, agents and employees as it deems necessary, who shall have powers and duties as set forth in these Bylaws, or as determined from time to time by the Board.

Section 4 Simultaneous Offices No person shall hold more than one of the offices designated in Section 1 above at the same time unless the Board shall first declare an emergency, and designate an officer to perform the duties created by the vacancy of another officer. In no case shall the Chairperson and the Secretary be the same person.

Section 5 Chairperson The Chairperson shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the president or chairperson of a corporation. All powers and duties of the Chairperson shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.

Section 6 Member At Large The member at large shall serve as a representative of the House in which they reside.

Section 7 Secretary The Secretary shall keep and maintain all records of the Corporation unless otherwise specified in these Bylaws; in the absence of the Chairperson, perform the duties of Chairperson of the Corporation; shall see that proper notice is given for all meetings of the Board; shall keep, or cause to be kept, accurate and true records of all proceedings of meetings of the Board; shall post all minutes within five (5) days after the meeting of the Board; shall ensure that minutes of the previous meeting(s) and all related documents are send to directors at least five (5) days prior to the next meeting; and in general, shall exercise all powers usually pertaining to the Secretary of a corporation. All powers and duties of the Secretary shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time to time determined by the Board.

Section 8 Treasurer The Treasurer shall be the chief financial and accounting officer of the Corporation. The Treasurer’s primary responsibilities are to ensure proper and prompt filing of the Corporation’s tax returns; to create and destroy house-specific bank accounts as required by the houses; to be a signor on all CHEA accounts, house or otherwise; to review and advise the financial activities of the individual Houses; to take active responsibility for a house’s finances only in the event that a house is not able or willing; to coordinate the payment of any shared house expenses; to create, destroy, and manage CHEA accounts only when authorized by the Board; to help train and educate house financial officers; and in general, to exercise all powers usually pertaining to the treasurer or a corporation when strictly necessary. All powers not explicitly given to the Treasurer shall be delegated to the houses, pursuant to these bylaws. All powers and duties of the Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board as determined from time to time by the Board.

Section 9 Other Powers and Duties In addition to the powers and duties enumerated above, the elective and appointed officers, agents, or employees of the corporation shall perform such other duties, and have such other powers as are provided in the Articles of Incorporation, these Bylaws, and the policies and procedures adopted by the Board, or as are otherwise determined from time to time by the Board.

ARTICLE VI Committees of the Board

The Chairperson, or the Board, may establish such other committees as are necessary for the operation of the Corporation. All other committees shall have only those powers and duties specifically designated by the Board, and shall perform such tasks and activities as may from time to time be determined by the Board. All committees of the Corporation shall keep accurate and true minutes, copies of which shall be filed with the Secretary of the Corporation as directed by the Secretary or the Board. All committees of the Corporation shall give adequate notice of meetings as determined by the committee, but in no case shall the notice be less than seven (7) days. Standing committees of the Corporation shall be chaired by a director and may have members who are not officers or directors of the Corporation.

ARTICLE VII Indemnification of Officers and Directors

Section 1 Indemnification The Corporation shall indemnify an officer or director of the Corporation against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Corporation, subject to the limitations in the Articles of Incorporation and these Bylaws.

Section 2 Conditions The Corporation shall have no obligation to indemnify an officer or director if the director is found liable for: a) a breach of the director’s duty of loyalty to the Corporation; b) an act of omission not in good faith that constitutes a breach of duty of the director to the Corporation; c) an act or omission that involves intentional misconduct or an intentional violation of the law; d) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or, e) an act or omission for which the liability of a director is expressly provided for by an applicable statute.

Section 3 Limits The Board may adopt, and from time to time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.

ARTICLE VIII Miscellaneous Provisions

Section 1 Dividends Prohibited No part of the net income of the Corporation shall inure to the benefit of any private shareholder or individual; no dividends shall be paid; and no part of the income of the Corporation shall be distributed to its officers or directors.

Section 2 Loans to Officers and Directors No loans shall be made by the Corporation to any officer or director for any reason at any time.

Section 3 Fiscal Year The fiscal year of the Corporation shall be fixed, and may be changed from time to time, by resolution of the Board.

Section 4 Policies and Procedures The Board shall have the authority to adopt such policies and procedures as the Board may from time to time determine, or as the activities of the Corporation may require.

Section 5 Parliamentary Authority The most recent edition of Roberts Rules of Order-Newly Revised shall govern the conduct of business in all cases in which they are applicable, and not in conflict with the Articles of Incorporation or these Bylaws.

Section 6 House Finances Each house shall be responsible for managing their own financial activities. Each house shall elect one or more finance officers, subject to any restrictions that house desires, who shall, in conjunction with the Corporate Treasurer, have active control of and be responsible for all accounts and finances of the house; shall supervise all vouchers and requests for payment by the House including records pertaining thereto; shall prepare or cause to be prepared accurate and understandable monthly financial reports of the finances of the House; shall prepare or cause to be prepared financial statements and related documents; shall have supervision of the books and accounts of the House; shall ensure that regular and accurate audits are performed according to financial practices and procedures applicable to the House; shall recommend depositories and financial institutions to the Board; shall have care and custody of all monies, funds and securities of the House in conjunction with the Corporate Treasurer and shall ensure that all funds are deposited in such depositories as are selected by the Board; shall be responsible for the collection of all accounts payable to the House; shall keep or cause to be kept full and accurate accounts of all expenditures and disbursements by the House; shall have the power to endorse all checks, drafts, notes or other financial instruments payable to the House; shall give or cause to be given proper receipts for all payments to the House; and in general, shall exercise all powers usually pertaining to a treasurer. All powers and duties of the Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board as determined from time to time by the Board.

ARTICLE IX Dissolution

Section 1 Dissolution The Corporation may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum, or a sole remaining director. After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Corporation, any assets remaining upon dissolution of the Corporation shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Incorporation and applicable law.

Section 2 No Benefits No part of the cash or assets of the Corporation shall inure to the benefit or any current or former director or officer, or current or former employee.

ARTICLE X Amendment of the Bylaws

Section 1 Initial Adoption The initial Bylaws shall be adopted by the Board of Directors.

Section 2 Amendments These Bylaws may be altered, amended, or repealed or new Bylaws adopted at any time by the Board pursuant to the provisions of these Bylaws.

Section 3 Areas of Amendment Reserved to the Membership The following areas of these Bylaws may be altered, amended, repealed, or new language adopted only by an affirmative vote of the membership, subject to the requirements for notice and approval contained in any and all Bylaws.

  1. Article IV, Section 2; b. Article IV, Section 3; c. Article IV, Section 4; and d. Article X, Section 3.

Any member of the Corporation in good standing may propose an amendment to these areas of the Bylaws by submitting the amendment in writing to the Chairperson of the Board of Directors pursuant to procedures in the Standing Rules.

Section 4 Notice and Approval of Amendments Proposed by the Membership The Membership may amend the Bylaws at a General Membership Meeting or by House Consensus. By the process of House Consensus, each house may propose and pass (by a minimum 60% majority vote, not counting abstentions) a Bylaws amendment at a regular house meeting, provided all policies in these Bylaws are followed; and if each and every CHEA house (even if there is only one) votes in this manner to pass a Bylaws amendment, then the Bylaws shall be so amended.

Section 5 Effective Date All amendments to these Bylaws shall go into force and effect upon the date of approval, unless a later effective date is specified in the amendment. These Bylaws were adopted by a majority of the Board of Directors in office at a meeting held on the 21st day of November, 2013.

Bylaws Amendments

These were recently added to the Bylaws but are left here in case there was a mistake.

Each house will elect two general representatives. This change in the Board structure will only take effect only after CHEA has acquired a second house. (passed 12-2-2012)

There will be a nonvoting community representative elected by the general membership to the Board of Directors. This change in the Board structure will take effect only after CHEA has acquired a second house. (passed 12-2-2012)

The CHEA Membership moves to amend the last sentence in Article X, Section 3 of the Community Housing Expansion of Austin Bylaws to: "Any member of the Corporation in good standing may propose an amendment to any and all areas of the Bylaws by submitting the amendment in writing to the Chairperson of the Board of Directors pursuant to procedures in the Standing Rules." --- thereby changing the word "these" to "any and all". (passed 12-16-2012)

To amend the CHEA Bylaws Article IV Section 6 to read, "Section 6 Removal and Resignation - Any Director may be removed at any regular or special meeting of the House which elected that Director, by an affirmative vote of the House in accordance with the House policies on officer review and voting majority, provided that the notice of the meeting shall state that the removal of a Director is to be considered. Any Director may resign at any time by notifying the Board." (passed 1-6-2013)

The CHEA membership moves to amend the CHEA Bylaws by adding to the end of Article X Section 4: "The Membership may amend the Bylaws at a General Membership Meeting or by House Consensus. By the process of House Consensus, each house may propose and pass (by a minimum 60% majority vote, not counting abstentions) a Bylaws amendment at a regular house meeting, provided all policies in these Bylaws are followed; and if each and every CHEA house (even if there is only one) votes in this manner to pass a Bylaws amendment, then the Bylaws shall be so amended." (passed 2-24-12)

SasonaWiki: CommunityHousingExpansionBylaws (last edited 2013-11-21 03:09:16 by GatlinJohnson)