bylaws [Community Housing Expansion of Austin]

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====== Bylaws ======

===== 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. Termination of membership is considered a material violation of their membership agreement; if the terminating member is a resident of any property the Secretary shall inform the appropriate Officer to issue a Notice to Vacate according to the terms of termination under their contract with CHEA. 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: a) Four (4) Member Directors, or two Member Directors per CHEA house, whichever is greater - two Directors elected by the membership and from the membership of each CHEA house; or in the event there is only one CHEA house in existence, four Member Directors will be elected from that house; b) Three (3) Non-Member Directors - three Directors elected by the general membership who support the cooperative and affordable housing mission of the Corporation.

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 ====

//(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 ====

The term of office for Directors shall be 12 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 ====

//(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.

==== 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 shall be necessary and sufficient to constitute a quorum for the transaction of business. A minimum of two Member Directors are required to constitute quorum. If a majority of Member Directors at a meeting vote against a proposal, the proposal shall not pass.

==== 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 Chair, a Secretary, a Treasurer, and a Human Resources Officer.

==== Section 2 - Election ====

//(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.

==== 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 ====

No person shall hold more than one of the offices designated in Section 1 simultaneously, except in the event that the Board declares an emergency and appoints a director to temporarily fill a vacant office. In no event shall the offices of Chair and Secretary be held by 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; shall maintain and keep in confidence a duly protected archive of all minutes of the Board taken in executive session and shall make them available only on request to Board members, house officers that are mandated to act by motion passed in the session, and those represented as present in said minutes; 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 - Human Resources Officer ====

The Human Resources Officer shall be the chief point of contact between current, former, and potential employees of the Corporation and the Board; shall keep, or cause to be kept, current and accurate employee records, including but not limited to employment forms required by state and local law, acknowledgements, and disciplinary records; shall address any training needs of employees; shall receive and respond to employee grievances in accordance with organizational policies, local, state, and federal laws; and shall generally perform all duties usually pertaining to the Human Resources manager of a Corporation.

==== Section 10 - 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.

==== Section 11 - Financial Control Officer ====

//(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: 

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.


===== 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.

==== Section 7 - Employee Discipline Policy ====

Outlined below are the steps of CHEA’s progressive discipline policy and procedure. CHEA reserves the right to combine or skip steps depending on the facts of each situation and the nature of the offense. The level of disciplinary intervention may also vary. Some of the factors that will be considered are whether the offense is repeated despite coaching, counseling or training, the employee’s work record, and the impact the conduct and performance issues have on the organization.

Step 1: Verbal warning (can be issued by majority vote of the Board, or majority vote of at least one House.)

Step 2: Written warning (can be issued by majority vote of the Board or majority vote of at least one House.)

Step 3: Recommendation for termination (can be issued by majority vote of the Board or by supermajority (75%) vote of at least one House.)

The Board will consider recommendations for termination of employees in executive session. Formal termination of employees will require a majority vote of the Board.

==== Section 8 - Conflict of Interest Policy ====

For purposes of this provision, the term “interest” shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term “concern” shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.

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.

==== 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 =====

==== 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.

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.