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--- bylaws [2025/07/08 22:49] – ops_mgr
+++ bylaws [2025/07/08 23:22] (current) – added Section 10 - Right of Observation ops_mgr
@@ Line 72: / Line 72: @@
 ==== Section 3 - Qualifications and Election ====
+//(Amended September 9, 2024 at La Reunion & December 22, 2024 at Sasona; second and third clause added)//
 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 for Member Directors shall be members in good standing and all such nominees for Non-Member Directors support the cooperative and affordable housing mission of the Corporation.
+Member Directors shall be elected in accordance with their respective house election processes. Non-Member Directors and all other positions elected directly by the general membership of CHEA shall be elected by simple majority ranked choice, with ballots distributed by each house's officers to its voting members in good standing in accordance with their house ballot distribution process.
+“Simple Majority Ranked choice voting” shall entail: Ballots shall be distributed by which voting members in good standing shall rank nominees from most to least preferred (including an option for No Confidence), and if when first-ranked votes are totaled no nominee has won by a simple majority, the nominee who received the lowest vote total shall be eliminated and ballots cast for them counted for each voting member's next choice on their ballot, repeating this process of elimination and recounting one nominee at a time until a single nominee receives a simple majority of the vote and is elected.
 ==== Section 4 - Term of Office ====
@@ Line 85: / Line 91: @@
 ==== Section 6 - Removal and Resignation ====
-//(Amended 2023 April 23rd, added CBR removal)//
+//(Amended April 23rd 2023; added Non-Member Director removal process)//
 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. Non-Member Directors elected by the general membership may also be removed by following this provision; and if each and every CHEA house votes within 30 days in this manner to remove a Non-Member Director, then that Director shall be removed. Any Director may resign at any time by notifying the Board.
@@ Line 125: / Line 131: @@
 ==== Section 2 - Election ====
-//(Amended 2/20/19, second clause added)//
+//(Amended February 20th 2019; second clause added)//
 The Board shall elect directors to fill vacant offices in such a manner as is from time to time determined by the Board. Board officers shall serve for a term of one year or until their successors have been duly elected and installed. Board officers who have served the length of their term shall be eligible for re-election. At the end of an officer’s term or in the event of a vacancy, an election shall be held to fill the officer position. Board officers will be elected by a plurality vote.
@@ Line 163: / Line 169: @@
 ==== Section 11 - Financial Control Officer ====
-//(Amended 11/05/22, added in full)//
+//(Amended November 5th 2022; added in full)//
+//(Amended November 14th 2024; “and beneficial owner” stricken)//
-The Financial Control Officer is a non-director officer of the Corporation appointed by the Board that shall oversee the implementation and maintenance of financial controls and accounting practices:
+The Financial Control Officer is a non-director officer of the Corporation appointed by the Board that shall oversee the implementation and maintenance of financial controls and accounting Practices:
+shall help train, educate, and advise financial officers; shall schedule quarterly finance committee meetings with all financial officers; shall alert relevant parties of any potentially fraudulent activities and ensure appropriate follow-up; shall be a signer on all CHEA accounts at both the house and Board level; shall create and destroy bank accounts as required by the houses and Board; shall create, destroy, and manage CHEA accounts only when authorized by the Board; shall facilitate payments only in the event that the Board or a house is otherwise unable, and only under the direct valid authorization of such; shall not be an employee of the Corporation, director of the Board, or other financial officer; shall serve a term that ends upon notification to the Board of their resignation, or dismissal by the Board.
-shall help train, educate, and advise financial officers; shall schedule quarterly finance committee meetings with all financial officers; shall alert relevant parties of any potentially fraudulent activities and ensure appropriate follow-up; shall be a signor and beneficial owner on all CHEA accounts at both the house and Board level; shall create and destroy bank accounts as required by the houses and Board; shall create, destroy, and manage CHEA accounts only when authorized by the Board; shall facilitate payments only in the event that the Board or a house is otherwise unable, and only under the direct valid authorization of such; shall not be an employee of the Corporation, director of the Board, or other financial officer; shall serve a term that ends upon notification to the Board of their resignation, or dismissal by the Board;
 ===== Article VI - Committees of the Board =====
@@ Line 231: / Line 239: @@
 No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:
-The interest of such officer or director is fully disclosed to the board of directors. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization. Payments to the interested officer or director are reasonable and do not exceed fair market value. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
+the interest of such officer or director is fully disclosed to the board of directors. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization. Payments to the interested officer or director are reasonable and do not exceed fair market value. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
 ==== Section 9 - Grant Policy ====
 Any grant applications made on behalf of CHEA or one of its member houses must have board approval, subject to any policies and procedures of the board. Members of the houses are encouraged to work with the board and staff on grant applications.
+==== Section 10 - Right of Observation ====
+//(Amended November 14th 2024; added in full)//
+The CHEA Board, its Employees, Directors, and Officers shall have and maintain the right and ability to attend and observe any and all regular business meetings of the Houses or any other such meeting pertaining to the operating of any segment of CHEA's business as they individually deem necessary. This right does not extend to any person in such a case where the membership, officership, directorship, ongoing ability to represent on behalf of CHEA, or employment of said individual is the matter being reviewed, regardless of that individual's board affiliation. No other policy, statements, or instructions directing otherwise shall be considered valid unless adopted into the CHEA Board's governing documents.
 ===== Article IX - Dissolution =====