BYLAWS of
Mitchell-Lama Residents Coalition, Inc.
Adopted and Approved by MLRC Executive Board on February 10, 2007 and Ratified at
A General Membership Meeting on March 24, 2007 (with one amendment- Article V,
Section 3 now reads in part: “…A new member is eligible to vote.”)
ARTICLE I NAME
The name of this
organization shall be the Mitchell-Lama Residents Coalition Inc., hereinafter
referred to as the “Coalition.”
ARTICLE II STATEMENT OF PURPOSE
The Coalition shall work to
identify, clarify and solve common concerns of current and former Mitchell-Lama
residents by working with elected officials and government agencies. It shall
also provide informational and educational services for current and former
Mitchell-Lama residents and promote friendly, cooperative and neighborly
relations among residents of current and former Mitchell-Lama housing. The
priority of the Coalition shall be to work for the preservation and future
expansion of Mitchell-Lama housing and the preservation and expansion of
affordable housing.
ARTICLE III VOTING PROCEDURES
Section 1. Voting
Except where otherwise
prohibited in these By-Laws, all issues shall be decided by a simple majority of
votes cast by members present.
Section 2. Announcement and Recording of Votes
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.
ARTICLE IV
MEMBERSHIP
Section 1. Membership in the Coalition shall be open to any individual who meets
the following criteria:
A. A Resident Member
1. Resides in a
building constructed and currently operated under the Mitchell-Lama program;
2. Subscribes
to the purposes of the Coalition set forth in Article II, Section 1 of these
By-Laws and declares a willingness to work within the structure of these
By-Laws;
3. Pays annual
membership dues as recommended by the Executive Board and approved by the
general membership;
4. Completes
and submits a signed, dated membership application.
B. A Non-Resident Member
1. Resides in a
building this is not now and was nor formerly operated under the Mitchell-Lama
program;
2. Subscribes
to the purposes of the Coalition set forth in Article II, Section 1 of these
By-Laws and declares a willingness to work within the structure of these
By-Laws;
3. Pays annual
membership dues as recommended by the Executive Board and approved by the
general membership;
4. Completes
and submits a signed, dated membership application.
C. A Former Resident Member (Amendment
passed at the June 2004 General Membership meeting)
1. Resides in a
building formerly operated under the Mitchell-Lama program;
2. Subscribes
to the purposes of the Coalition set forth in Article II, Section 1 of these
By-Laws and declares a willingness to work within the structure of these
By-Laws;
3. Pays annual
membership dues as recommended by the Executive Board and approved by the
general membership;
4. Completes
and submits a signed, dated membership application.
Section 2. Standing
A member is in good
standing and is entitled to all benefits thereof, so long as the member
participates in two Coalition activities per year.
ARTICLE V GENERAL MEMBERSHIP MEETINGS
Section 1. Meetings
The organization shall have
a membership meeting not less than four times each calendar year and the
meetings will be open to the public.
The Executive
Board shall set the date, place and time of each meeting, 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.
The spring meeting will be
called the Annual General Membership Meeting.
Section 2. Notice of Meetings
The Executive Board shall
provide notice of the date, time and place of all meetings to each member in
good standing, not less than 10 days before the meeting. Notice of special
meetings must indicate the purpose for which they are called and the person or
persons calling the meeting.
Section 3. Quorum and Voting
At all membership meetings,
10% of paid members will constitute a quorum. Each eligible member is entitled
to one vote. A new member is eligible to vote. There will be no proxy voting.
A vote by unanimous consent will be accepted.
Section 4. Organization
If present, a
co-chairperson of the Coalition shall preside at all meetings. In the absence
of a co-chairperson, one of the officers shall preside. In the absence of the
Recording Secretary, the presiding officer may appoint any officer or member to
act as Secretary of the meeting.
ARTICLE VI
EXECUTIVE BOARD
Section 1. Authority and Powers
The Executive Board has the
following authority and powers:
a. Between
General Membership meetings, to make policy of the Coalition consistent with
existing overall purposes and policies;
b. To implement
the purposes and policies of the Coalition;
c. To create
special committees, appoint chairpersons and dissolve such committees, if
necessary;
d. To monitor
the fiscal affairs of the Coalition;
e. To take
such other actions as are provided in these By-Laws;
f. To
implement decisions of the general membership.
All meetings of the Executive
Board are open to all members of the Coalition.
Section 2. Composition
The Executive Board is
comprised of no less than 15 members and no more than 30 members.
Section 3. Terms of Office
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 4. Nominations
The Executive Board shall
appoint a Nominating Committee that is authorized to conduct the annual
Executive Board elections. A nominee for the Executive Board must be a
Coalition member in good standing and give his/her written or oral acceptance of
the nomination. Nominations for the Executive Board will be accepted from the
floor on the day of the elections.
Section 5. Elections
a. Notification:
The Nominating 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. Elections and Board
Members: The Executive Board will be elected at the Annual General
Membership meeting
by a majority of the votes cast. All
members in good standing may vote in the election of the Executive Board.
Section 6. Vacancies
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.
Section 7. Resignations
A valid resignation must be
in writing and delivered to a Co-Chairperson or a Secretary of the Board.
Section 8. Removal
A board member may be
removed for cause, by a majority vote of the Executive Board. A board member
who misses three consecutive 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.
Section 9. Meetings
a. The
Executive Board shall meet not less than eight times each year. A special
meeting of the Executive Board
may be called at any time by a Chairperson
and three board members, or by eight board members. The annual meeting
of the Executive Board will be held
immediately following the Annual General Membership Meeting.
b.
Absences – A board member must notify the
Corresponding Secretary or other officer of an anticipated
absence three days prior or
subsequent to a scheduled meeting.
Section 10. Date, Notice of Meetings
The Executive Board shall
communicate notice of the time and place of Executive Board meetings, together
with a written agenda the corresponding secretary to each board member at least
10 days prior to the date on which the meeting is to be held. Notice of special
meetings requiring prompt action must be sent no less than 48 hours before the
date and time of such meeting.
Section 11. Quorum and Voting
Fifty-one percent of the
Executive Board membership constitutes a quorum for the transaction of all
business. There is no proxy voting.
ARTICLE VII OFFICERS
Section 1. Number
The officers of the
Coalition consist of up to three Co-Chairpersons, one Corresponding Secretary,
one Recording Secretary, one Financial Secretary, and one Treasurer. An officer
may not hold more than one position simultaneously.
Section 2. Election and Term of Office
The officers of the
Coalition are elected by secret ballot at the first Executive Board Meeting
after the election for a term of two years.
Section 3. Recall
A petition of recall
against an officer must set forth the cause and be signed by not less than 20%
of Executive Board members in good standing. A recall hearing will take place
at a meeting designated for that purpose. The hearing must commence not later
than 45 calendar days following presentation of such petition to a co-chair, or
if a co-chair is the subject of such petition, to another officer. Upon receipt
of a recall petition the Executive Board shall elect a recall committee
consisting of two officers and three Executive Board members. The Recall
Committee must notify all affected parties at least 20 calendar days prior to
the date of the hearing. The recall hearing will include properly notified
witnesses and written documentation both in support of and in opposition to the
recall petition. The recall hearing will be an in camera hearing.
The recall
committee must submit their findings and recommendation 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.
Section 4. Vacancies
In case of any vacancy, a
successor to fill the unexpired portion of the term may be elected by the
Executive Board.
Section 5.
Co-Chairpersons, Powers and Duties
The Co-Chairs shall each:
a. Act as the
Chief Executive and “Spokesperson” of the Coalition;
b. Preside at
all meetings of the Executive Board and General Membership;
c. With
another officer, be empowered to sign all contracts authorized by the Executive
Board;
d. Serve as an
Ex-Officio member of all committees;
e. Appoint a
convener for each committee;
f. Perform all
other duties incidental to the office.
Section 6.
Treasurer, Powers and Duties
The Treasurer shall:
a. Be the
chief fiscal officer of the Coalition;
b. Have the
care and custody of all the funds and securities of the Coalition;
c. Deposit
said funds in the name of the Coalition in such bank or trust company or several
of them as the Executive Board may designate;
d. As duly
authorized by the Executive Board, sign and execute all contracts in the name of
the Coalition, when countersigned by a Co-Chair;
e. Maintain
books and records of account of all income and expenditures of the Coalition;
f. 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;
g. In advance
of the beginning of each fiscal year, prepare a draft budget for submission to
the Executive Board;
h. At the end
of each fiscal year, present an annual report of the income and expenditures of
the past year and the financial condition of the Coalition.
i. Be
accountable for creation of financial systems, subject to the approval of the
Executive Board;
j. At each
regularly scheduled Executive Board meeting, prepare a written report detailing
expenditures and income.
Section 7.
Recording Secretary, Powers and Duties
The Recording Secretary
shall:
a. Take,
maintain and distribute the minutes of the meetings of the Executive Board and
the general membership;
b. Record and
maintain the official attendance of Executive Board members at all meetings;
c. Maintain
the official list of Board members’ home and e-mail addresses and telephone
numbers.
Section 8.
Corresponding Secretary, Powers and Duties
The Corresponding Secretary
shall:
a. Attend to
such correspondence as may arise from the business of the Coalition;
b. 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;
c. Attend to
the receiving, giving and serving of all notices of the Coalition;
d. Have charge
of such books, papers and other records of the Coalition, as the Executive Board
may direct.
Section 9.
Financial Secretary, Powers and Duties
The Financial Secretary
shall:
a. Be
responsible for maintaining dues collection and billing;
b. Assist the
Treasurer at the beginning of each fiscal year to prepare a draft budget for
submission to the Executive Board;
c. 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;
d. Assist the
Treasurer in the execution of his/her responsibilities.
ARTICLE VIII
COMMITTEES
Section 1. Standing Committees
a. A member of
the Coalition in good standing may join any committee.
b. All actions
by committees must be approved by the Executive Board before implementation.
Standing committees of the Coalition shall be:
·
Fund Raising
·
Public Relations/Newsletter
·
Membership and Outreach
·
Legislative Lobbying
Chairs of standing committees
will be designated by each committee.
Section 2. Ad-Hoc Committees
The Executive Board may
create additional committees as needed. The Chairperson 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 IX OFFICIAL DOCUMENTS AND RECORDS
All original copies of
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.
ARTICLE X
FISCAL YEAR AND DUES
Section 1. Fiscal Year
The fiscal year of the
Coalition shall be the calendar year January 1 through December 31.
Section 2.
Annual Dues
The annual membership dues
shall be determined by the Executive Board and presented at the General
Membership meeting for adoption.
ARTICLE XI 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.
ARTICLE XII AMENDMENTS
Members in good standing at
any General Membership or Executive Board meeting may propose amendments to
these by-laws. Amendments shall be ratified upon a 2/3 vote cast by members in
good standing present at a General Membership meeting. Notice of the proposed
amendment must be published thirty days prior to the meeting at which it is to
be introduced. Any amendments made and voted in to these by-laws become
effective immediately upon termination of the meeting at which they are adopted.
ARTICLE XIII
PARLIAMENTARY PROCEDURES
Section 1. Rules of Order
All meetings of the
Coalition shall be governed by Robert’s Rules of Order.
Section 2.
Parliamentarian
At every Executive Board
and General Membership meeting, the presiding officer may appoint a
Parliamentarian.
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