Bylaws

PROPOSED AMENDMENTS TO OUR BY LAWS PURSUANT TO ARTICLE XI - Download PDF file

BYLAWS of Mitchell-Lama Residents Coalition, Inc.
Nov 2009

ARTICLE I NAME

The name of this organization shall be the Mitchell-Lama Residents Coalition Inc., hereinafter referred to as the "Coalition" and/or MLRC.

ARTICLE II STATEMENT OF PURPOSE

The MLRC shall work for the preservation and future expansion of the Mitchell-Lama housing program, as well as, all other affordable housing programs. The Coalition shall work to identify, clarify, and solve common concerns of current and former Mitchell-Lama residents by working with these residents, elected officials and government agencies to:

provide informational and educational services about issues concerning current & former ML residents, housing policy and legislation;
promote friendly, cooperative and neighborly relations among residents of affordable housing programs;
protect the rights of affordable housing residents;
review & monitor government regulations as it relates to affordable housing.

ARTICLE III MEMBERSHIP

Section 1. Membership

Members of the MLRC MUST subscribe to the purpose of the Coalition set forth in Article II of these By-Laws, declare a willingness to work within the structure of these By-Laws; pay annual membership dues, and complete and submit a signed, dated membership application. Membership in the Coalition shall be open to any individual who meets the following criteria:

Resident Member
Resides in a building constructed and currently operated under the Mitchell-Lama program.
Non-Resident Member
Resides in a building that is not now and nor was formerly operated under the Mitchell-Lama program.
Former Resident Member
Resides in a building formerly operated under the Mitchell-Lama program.

Section 2. Standing

All members MUST be in good standing. A member is in good standing if he/she has paid their current annual dues.

ARTICLE IV FISCAL YEAR AND BUDGETARY REQUIREMENTS

The annual membership and development(s) dues shall be determined by the Executive Board and presented at the General Membership meeting for adoption.

SECTION 1. Fiscal Year

The fiscal year of the Coalition shall be the calendar year January 1 through December 31.

SECTION 2. Annual Membership And Development Dues

Membership dues will be used to cover MLRC's operating expenses. Changes in the dollar amount of dues to be paid shall be attached to the By Laws noting the date of the General Membership Meeting, the motion made and the recorded vote.

SECTION 3. Bank Documentation & Checks

Bank Documentation & Checks There shall be three designated officers' signatures on file with the bank. All MLRC Checks written shall require the signatures of two designated officers.

ARTICLE V EXECUTIVE BOARD

Executive Board Members
Executive Board members are elected by the General Membership at a general meeting, to make policy of the Coalition consistent with existing overall purposes of the Coalition as defined in Article II of these by laws. An Executive Board member is in good standing if he/she has paid their current dues, have no MLRC outstanding debts,(newsletter ads, raffles, etc) and have participated in two Coalition activities or committees per year.

SECTION 1. Composition of Executive Board
The Executive Board is comprised of no less than 9 members and no more than 21 members.

SECTION 2. The Powers of Authority of The Executive Board

To elect Officers of the Board;
to implement the purposes and policies of the Coalition;
to create special committees, appoint Co-Chairs for these committees and dissolve such committees, as deemed necessary;
to monitor the fiscal affairs of the Coalition
to take such other actions as provided in these by-laws;
to implement decisions of the general membership;
to appoint an Election Committee that is authorized to conduct the annual Executive Board elections

SECTION 3. Emeritus and Emerita

The Executive Board may establish the positions of Emeritus or Emerita Board Member or Officer of the Coalition. The Emeritus and Emerita positions will be an advisory non-voting, non-dues paying honorary position for Executive Board Members and Officers who have retired from active MLRC service.

Executive Board Officers
The officers of the Coalition are elected by secret ballot at the first Executive Board Meeting that is held after the General Membership Election meeting. An officer may NOT hold more than one office. In order to become an officer, a person must serve one year on Executive Board.

SECTION 1. Composition of Officers
The Officers of the Coalition is comprised of three Co-Chairs, a Recording Secretary, Corresponding Secretary, Treasurer and Financial Secretary, (seven Officers). All officers MUST be Executive Board members in good standing.

SECTION 2. The Powers of Authority of The Officers
The officers shall meet a minimum of eight (8) times per year.

SECTION 2.1 Powers And Duties of Co-Chairs
The Co-Chairs shall confer with each other on all items in this section.

act as the Chief Executive and "Spokesperson" of the Coalition;
shall preside at all MLRC meetings and prepare agendas;
with another officer, be empowered to sign all contracts authorized by the Executive Board;
serve as an Ex-Officio member of all committees;
appoint a convener for all committees;
define goals, and make decisions, ensuring that members are involved;
be responsible for the coordination of day to day tasks needed to run the Coalition;
ensure that all meetings are conducted in an orderly, informative and efficient manner consistent with Robert Rules of Order;
perform all other duties incidental to the office;
with Treasurer, jointly sign and approve all MLRC expenditures and checks as approved by Executive Board;
in the absence of the Recording Secretary, the presiding officer may appoint any officer or member to act as Recording Secretary of the meeting.

SECTION 2.2 Recording Secretary, Powers and Duties
The Recording Secretary shall:

take, maintain and distribute to the Board members, the minutes of the Executive Board meetings, 7 days before the next scheduled Board meeting;
take, maintain and distribute to the Officers the notes of the General Membership meetings;
record and maintain the official attendance of General and Executive Board members at all meetings & send a copy of the Executive Board Attendance sheet to Co-Chairs & Correspondence Secretary;
maintain the official list of Board members' with home and e-mail addresses, telephone numbers, with start and expiration dates of term of office; distribute this list to all Bd. Members. The information contained in this list shall not be given to any individuals or organizations without the approval & written consent of the officers;
in the absence of Co-Chairs may preside at all MLRC meetings and appoint an officer or member to act as recording secretary of the meeting;
notify Board members when their term of office has expired, with a copy to officers.

SECTION 2.3 Corresponding Secretary, Powers, and Duties

The Corresponding Secretary shall:

attend to such correspondence as may arise from the business of the Coalition;
have custody of the seal of the Coalition (if any), and affix and attest the seal to documents when duly authorized by the Executive Board;
attend to the receiving, giving and serving of all notices of the Coalition;
have charge of such books, papers and other records of the Coalition, as the Executive Board may direct.
in the absence of a Co-Chairs, and Recording Secretary, may preside at all MLRC meetings.

SECTION 2.4 Treasurer, Powers and Duties
The Treasurer shall:

be the chief fiscal officer of the Coalition;
have the care and custody of MLRC Mailbox Key and all the funds and securities of the Coalition;
deposit all funds in the name of the Coalition within 15 days of receipt in the financial institution as the Executive Board may designate;
as duly authorized by the Executive Board, sign and execute all contracts in the name of the Coalition, when countersigned by a Co-Chair;
maintain books and records of all income and expenditures of the Coalition;
at all reasonable times, exhibit such books and records of account to any member of the Executive Board, any duly authorized representative or a member in good standing;
in advance of the beginning of each fiscal year, prepare a written draft budget for submission to the Exec. Board;
at the end of each fiscal year, present a written annual report of the income and expenditures of the past year and the financial condition of the Coalition;
be accountable for creation of financial systems, subject to the approval of the Executive Board;
at each regularly scheduled Executive Board meeting, prepare a written report detailing expenditures and income;

SECTION 2.5 Financial Secretary, Powers and Duties
The Financial Secretary shall:

be responsible for maintaining dues collection and billing;
have the care and custody of MLRC Mailbox Key
assist the Treasurer at the beginning of each fiscal year to prepare a draft budget for submission to the Exec. Board;
assist the Treasurer in preparing an annual report of the income and expenditures of the year past, the financial condition of the Coalition and a quarterly report of income and expenses of the Coalition;
assist the Treasurer in the execution of his/her responsibilities;
with Co-Chairs, preparing the necessary documentation for reimbursement for awards and/or grants.

III REMOVAL
A board member may be removed for cause, by a majority vote of the Executive Board. Board members not in good standing as defined in Article III, Section 2b may be subject for removal. The member in question has the right to appeal, in consultation with the Co-Chairs, the Executive Board’s decision of removal.

ARTICLE IV TERMS OF OFFICE

SECTION 1. Executive Board Members Executive Board members shall serve for a term of two years. The terms of office for members of the Executive Board will be staggered.

SECTION 2. Executive Board Officers Officers shall serve for a term of two (2) years. The terms of office for members of the Executive Board will be staggered.

V ATTENDANCE
Executive Board members are required to attend a minimum of seven executive board meetings per year and a minimum of three general meetings per year.

SECTION 1. Excused Absences
A board member must notify, in writing (mail/email/fax), an Executive Officer of an anticipated absence three days prior or subsequent to a scheduled meeting. In cases of emergency, oral notification is acceptable.

SECTION 2. Unexcused Absences
A board member who misses three consecutive Executive Board meetings without providing a valid excuse shall be automatically removed from the Board, but may be reinstated by a majority vote of the Executive Board.

VI RESIGNATIONS OF EXECUTIVE BOARD MEMBERS
All resignations must be done in writing. A written resignation via mail, e-mail, or fax, delivered to a Co-Chairs or the Secretary of the Board, is considered a valid resignation.

VII. VACANCIES
SECTION 1. Executive Board
Vacancies on the Executive Board may be filled by a majority vote of the current board members. The elected board member shall complete the term of the office vacated. Once the term has expired, the General Membership at the next General Election meeting must elect the successor, in order to serve the next two years of office.

SECTION 2. Officers
In case of any vacancy, a successor to fill the remainder of the term may be elected by the Executive Board. Once the term has expired, the Executive Board members, at the next executive board meeting must elect the successor, in order to serve the next two years of office.

ARTICLE VI REQUIRED MEETINGS

SECTION 1. Parliamentary Procedures (Rules of Order)
All meetings of the Coalition shall be governed by Robert's Rules of Order. At every Executive Board and General Membership meeting, the presiding officer may appoint a Parliamentarian.

SECTION 2. Date, Time, and Place of Meetings
The Executive Board shall set the date, place and time of all Coalition meetings, or a meeting may be set by a written petition to the Executive Board signed by 5% of the Coalition members in good standing. Petitioned meetings must be convened not less than fourteen days following receipt of such petition.

SECTION 3. Special Meetings
Notice of special meetings must indicate the purpose for which they are called and the person(s) calling the meeting. Special meetings requiring prompt action must be sent no less than 48 hours before the date of such meeting.

SECTION 3.1. Calendar of Events

Every June and January, the officers will prepare and distribute to all board members a tentative calendar of events

SECTION 4. General Membership Meetings

a. Number of Meetings
Coalition shall have a General Membership meeting not less than four times (4) each calendar year. All GM meetings will be open to the public.
b. June Meeting
The spring meeting will be called the Annual General Membership Meeting.

SECTION 5. Executive Board Meetings

a. Executive Session
Meetings of the Exec. Board not held in Executive session (privately) are open to all MLRC members in good standing.
b. Number of Meetings
The Executive Board shall meet not less than eight (8) times each year.
c. Year End Meeting of the Executive Board
The last meeting of the year for the Executive Board will be held in June.
d . Officers Meetings
The Officers shall meet not less than eight (8) times each year, which includes conference calls.

SECTION 6. Notice of Meetings
a. Regular Meetings
The Executive Officers shall provide notice of the date, time, and place of all Executive and General MLRC meetings to Board members in good standing, not less than 10 days before the meeting,

ARTICLE VII COMMITTEES

All board members are required to serve on no less than two committees.

SECTION 1. Standing Committees

A member of the Coalition in good standing may join any committee. Each committee will designate chairs of standing committees. The Executive Board before implementation must approve all actions of the committees. Chairs of standing committees must submit a written report of their plan of action to the Officers PRIOR to the Executive Board Meetings

SECTION 1.2 Names And Function of Standing Committees

Fund Raising Committee

Responsible for seeking financial support for the MLRC, as well as planning, organizing and implementing fundraising events.

Public Relations /Outreach Committee
- Responsible for the professional maintenance of a favorable MLRC public image.
- Recommending activities & or events that the MLRC should partake in to include speaking at conferences;
- monitoring & encouraging mutually beneficial relationships with other ML organizations.
Newsletter Committee
- Responsible for the publication, distribution, and prompt posting on MLRC Website of the MLRC newsletter issued periodically to the general members, and other individuals.
- Solicit articles, and ads for the newsletter, & include reporting of all ML news;
- Whenever possible, published proposed amendments of MLRC By Laws in the newsletter, thirty (30) days prior to the general meeting at which it is to be introduced.
- Newsletter announcements are to include the names of all Executive Board Members and dates of general meetings.
Membership Committee
- Responsible for recommending activities that would increase MLRC membership, maintain and update membership list on a regular consistent basis, and develop and distribute welcome package to all new members.
- Distribute to all new members a dated membership application to complete, sign and return to the membership committee with a copy to Financial Secretary;
- include in welcome package a copy of the MLRC By Laws, current newsletter, list of MLRC Executive Board members and Officers, a glossary of terms used by MLRC, and a resource list.
Legislative Lobbying Committee
- Responsible for the development of the MLRC legislative agenda and organization of the lobby activities.
- Lobby reports are to e written and submitted to MLRC Chairperson(s)
Event Committee

Responsible for the planning, organizing and implementation of all special events (holiday luncheons, Breakfast appreciation affair, workshops, etc.)

January Breakfast Appreciation Committee
- Responsible for the planning, organizing and implementation of the Breakfast event held in appreciation of supporting politicians.
Co-Op Committee
- Co-Op Committee will address maintenance, taxation, finance, privatization, management, DHCR, HPD, HDC, HUD, legislation (that is affecting co-ops still in the program) and community issues of concern to the residents of ML Co-Ops and former ML developments which have become limited equity Co-Ops since leaving the program.

SECTION 2. Ad-Hoc Committees
The Executive Board may create additional committees as needed. The Co-Chairs of such a committee may be appointed by the Executive Board or elected by members of the newly created committee. Non-Coalition members may participate in committees with approval of the Executive Board.

ARTICLE VIII OFFICIAL DOCUMENTS AND RECORDS

SECTION 1. Original Documents

All original official documents and records of the Coalition shall be placed in a locked fire-proof container in a secured location. Those documents shall include, but not be limited to, articles of incorporation, bylaws, annual financial reports, official minutes of General Membership and Executive Board meetings, check books, bank statements and all other documents consistent with prudent fiscal policies.

SECTION 2. Correspondence

Any correspondence, reports, testimonies and contracts sent on behalf of the Board, MUST have the PRIOR approval of at least two of the three Co-Chairs, or the majority of the Executive Board. All MLRC documents MUST be kept on file.

SECTION 3. Minutes

There shall be recording of minutes of all MLRC meetings. All minutes must be kept on file.

ARTICLE IX QUORUM AND VOTING PROCEDURES

SECTION 1. Voting Procedures

Except where otherwise prohibited in these By-Laws, all issues shall be decided by a simple majority of votes cast by members present at meetings. Only paid members are allowed to vote. There will be no proxy voting.

SECTION 2. Quorum
a. General Meetings
At all membership meetings, 10% of paid members will constitute a quorum.

b. Executive Board Meetings
Fifty-one percent (51%) of the Executive Board membership constitutes a quorum for the transaction of all business.

SECTION 3. Announcement and Recording of Votes
Except as otherwise provided in these By-Laws, the result, and numerical tally of all votes of the Executive Board and General Membership meetings, whether by secret ballot or open vote, shall be announced by the presiding officer and so recorded in the minutes. Voting with a dated, signed absentee ballot received in advance of an election for Executive Board Members, and Officers of the Coalition, shall be permitted.

ARTICLE X ELECTIONS

SECTION 1. Election of Board Members
The Executive Board will be elected at the Annual General Membership meeting by a majority of the votes cast. Only members in good standing may vote in the election of the Executive Board.

SECTION 2. Nominations
A nominee for the Executive Board must be a Coalition member in good standing and give his/her written acceptance of the nomination to the Election Committee, PRIOR to the closing of nominations. Nominations will be accepted from the floor on the day of the elections.

SECTION 3. Election Committee

At least one month prior to, but not later than, the Annual General Membership Meeting, the Executive Board shall Identify an Election Committee of at least three non-candidate members that is authorized to conduct the annual Executive Board elections and appoint a "chief" (Chair).

SECTION 3.1 Responsibilities of Election Committee

a. Notification

The Election Committee will announce the nominees and the election process to all members not less than one month prior to the Annual General Membership Meeting.

b. Confirmation of Candidate's Good Standing

Consult with the Financial Secretary and/or Treasurer to confirm all candidates have paid their annual dues. If a candidate is found not to be in good standing, they are automatically disqualified.

c. Announcement of Candidates & Secret Ballot

Create a flyer that contains names of all candidates to be used as the official secret ballot form for the election, distribute this Ballot form to all members present at the general membership election meeting. Ballots will not be accepted by any other means.

d. General Election Meeting

The Election Committee Chair and its members shall run the General Election portion of the meeting and shall open and count all secret ballots in the presence of the general membership. The result and numerical tally of all votes shall be announced by the Chair of the Election Committee and so recorded in the minutes. After the ballots are tallied, the candidates with the most votes will be announced. Once the new board members are elected the meeting will be turned over to the designated presiding officer present, to continue with other MLRC business.

NOTE: Names of Newly Elected Board members shall be posted in the next MLRC newsletter.

SECTION 4. Recall of Votes

a. Petition of Recall
A recall against an officer must set forth the cause and be signed by not less than 20% of Executive Board members in good standing. Upon receipt of a recall petition, the Executive Board shall elect a recall committee consisting of two officers and three Executive Board members.

b. Responsibilities of the Recall Committee

Must call a meeting designated for the sole purpose of hearing such cause for a recall of the votes. This meeting will be referred to as a Hearing.
Commence the hearing no later than 45 calendar days following presentation of such petition to Chair(s) or other officers, who are NOT the subject of such petition.
Must notify by certified mail, all affected parties at least 20 calendar days PRIOR to the date of the hearing.
Shall properly notify by certify mail, witnesses and collect written documentation both in support of and in opposition to the recall petition.
Arrange for an in camera recall hearing.

c. Findings

The Recall Committee shall submit their findings & recommendations with any dissenting and concurring findings & recommendations in writing to the Executive Board members within 15 calendar days after the hearing ends. Upon presentation of the Recall Committee's findings of facts and recommendations, implementation requires a two-thirds vote of the Executive Board by secret ballot.

ARTICLE XI AMENDMENTS OF BY LAW

SECTION 1. Proposal of Amendments

Members in good standing at any General Membership or Executive Board meeting may propose amendments to these by-laws. Any amendments made and voted in to these by-laws become effective immediately upon termination of the meeting at which they are adopted.

SECTION 2. Notification of Proposed Amendments

Notice of the proposed amendment must be published thirty (30) days prior to the meeting at which it is to be introduced.

SECTION 3. Ratification of Amendments

Amendments shall be ratified upon a 2/3 vote cast by members in good standing present at a General Membership meeting.

ARTICLE XII INDEMNIFICATION

The Coalition may, to the fullest extent now or hereafter, permitted by law indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person, his or her testator or intestate, was an executive board member, officer, employee or agent of the Coalition, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees.