CCHC Bylaws

/CCHC Bylaws
CCHC Bylaws 2017-06-08T16:52:51+00:00

SECOND RESTATED BYLAWS OF
COLUMBIA CASCADE HOUSING CORPORATION

ARTICLE I
THE CORPORATION

A. Area of Operation

The area of operation of the corporation shall be within the corporate boundaries of the Oregon counties of Hood River, Sherman, and Wasco and in the Washington counties of Klickitat and Skamania.

B. Principal Office

The principal office of the corporation shall be located at 500 E. 2nd Street, The Dalles, in Wasco County, Oregon.

C. Other Offices

The corporation may have offices at such other place or places within the five counties as the Board of Directors (hereinafter “Board”) may from time to time designate.

D. Purpose

This is a non-profit corporation whose chief purpose is the provision of decent, safe, and sanitary housing that is affordable to very low-, low-, and moderate-income persons, to serve the very low, low and moderate income people’s needs for housing and community development and community self-help. This organization is organized exclusively for charitable and educational purposes within the meaning of 501 (c) (3) of the Internal Revenue Code.

ARTICLE II
BOARD OF DIRECTORS

A. General Powers

The business and affairs of the corporation shall be managed by its Board of Directors (Board).

B. Number, Tenure, Qualifications

The number of directors shall be seven. Qualification for membership on the Board of Directors shall be as follows:

a) Not more than two of the members of the Board shall be elected public officials currently holding office, or their representatives. One of these elected positions will represent Oregon and the other shall represent Washington from the five counties outlined in Article I.

b) At least one-third of the directors shall either be “low income (less than 80% of area median income)” or residents of “low-income neighborhoods or communities”, or elected representatives of “low-income neighborhood organizations”. A community may be a neighborhood or neighborhoods, town, village, county or multi-county area.

c) Board members shall be selected through a process that insures that the interests of women and minorities are adequately represented.

d) The directors constituting the Board of Directors of the corporation shall be elected or appointed for the following terms and in the following manner: each expiring position, in addition to any new positions shall be filled for a term of two years each.

C. Regular Meetings

A regular annual meeting of the board shall be held as determined by the Board. . The Board may provide by resolution the time and place within the area of operation.

D. Special Meetings

Special meetings of the Board may be called by or at the request of the president and shall be called by the secretary at the request of any two directors. The authorized person or persons calling a special meeting may fix any place within the area of operation.

E. Notice

Notice of any special meeting of the Board shall be given at least two days previously thereto by written notice delivered personally, or four days’ notice sent by mail or telegram, to each director at the director’s address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws.

F. Quorum

A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.

G. Manner of Acting

The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the board, unless the act of a greater number is required by law or by these bylaws.

The Board may also act by written consent of all the directors of the corporation setting forth the action taken. A written consent includes a consent that is transmitted or received by electronic means. Signing includes an electronic signature that is executed or adopted by a director with the intent to sign.

The Board may hold a regular or special meeting by telephone conference or by any similar means by which all persons participating in the meeting can simultaneously hear or read each other’s communications during the meeting. Alternatively, the Board may conduct a regular or special meeting by electronic means, provided that (a) all communications during the meeting are immediately transmitted to each participating director and (b) each participating director is
able to immediately send messages to all other participating directors. A director participating in a meeting conducted by any method stated in this section shall be deemed to be present in person at the meeting, and all participating directors shall be informed that a meeting is taking place at which official business may be transacted. Notice consistent with these Bylaws must be given.

H. Vacancies

Any vacancy occurring in the board shall be filled by the board. Such person shall be appointed or elected for the unexpired term of office of the predecessor in office.

I. Compensation

Directors shall not receive any compensation for their services as directors.

J. Absence from Meetings

Any director who is absent from three (3) consecutive meetings without excuse satisfactory to the board shall be deemed to have surrendered the office as director.

K. Residuary Powers

The board shall have the powers and duties necessary or appropriate for the administration of the affairs of the corporation. All powers of the corporation except those specifically granted or reserved to the member by law, the articles of incorporation or these bylaws shall be vested to the board.

L. Removal from Office

A director may be removed from office, for cause, by a vote of not less than three-fourths of the directors present at a meeting of the directors, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the director has been informed in writing of the charges preferred against the director at least 10 days before such meeting. The director involved shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a director shall be filled by a majority vote of the directors, which may be taken at the same meeting at which such removal takes place.

ARTICLES III
OFFICERS

A. Number and Qualifications

The officers of the corporation shall be a President, a Vice-President, a Secretary-Treasurer and such other officers as shall be elected by the Board, each of whom shall perform such duties as may be designated by the Board. A member may not hold two or more offices.

B. Election and Term of Office

The officers shall be members elected annually by the Board at their regular annual meeting. If the election of officers shall not be held at such meeting, such election of officers shall be held as soon thereafter as may be convenient. Each officer shall hold office for terms of one (1) year or until his successor shall have been elected. A vacancy in any office shall be filled by the Board for the unexpired portion of the term. Any officer elected or appointed by the Board may be removed by the board by two-thirds vote of the remaining directors whenever in its judgment the best interest of the corporation would be served.

C. President

The President shall be the principal executive officer of the corporation and shall preside at all meetings of the members and at all meeting of the Board at which he is present; (2) may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and (3) shall, in general, perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

D. Vice President

In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be prescribed by the Board.

E. Secretary-Treasurer

The Secretary-Treasurer shall (1) keep the minutes of the meetings of the members and the Board in one or more books provided for that purpose; (2) see that all notices are fully given in accordance with these bylaws; (3) be custodian of the corporate records and of the seal of the corporation and to affix the seal of the corporation to documents, the execution of which on behalf of the corporation under its seal is duly authorized with the provisions of these bylaws; (4) keep a register of the names and post office addresses of all members; (5) keep general charge of the books of the corporation (6) keep on file at all times a complete copy of the Articles of Incorporation and bylaws of the corporation containing all amendments thereto; (7) have charge and custody of and be responsible for all funds and securities of the corporation; (8) be responsible for the receipt of and the issuance of receipts for all monies due or payable to the corporation in such depositories as shall be selected by the Board; and (9) in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from
time to time may be prescribed by the Board.

ARTICLE IV
ORDER OF BUSINESS

The order of business at any regular or special meeting of the members of the board shall be:

(a) Reading and approval of any unapproved minutes
(b) Reports of officers and committees
(c) Unfinished business
(d) New business
(e) Adjournment

On questions of parliamentary procedure not covered in these bylaws, a ruling by the president shall prevail.

ARTICLE V
CONTRACTS WITH BOARD MEMBERS

The corporation may only enter into contractual relationships with member of the Board upon full disclosure by the Board member of the financial interest which the Board member has in the transaction.

No loan may be made by the corporation to member of the Board. Any Board member shall excuse himself from voting on any matter in which the Board member has a financial interest. Notwithstanding the foregoing, all transactions and contracted relationships between the corporation and Board shall be governed by and comply with all state and federal regulations governing nonprofit corporations and conflicts of interest.

ARTICLE VI
COMMITTEES

A. Authority

The Board by resolution adopted by majority of directors in office may designate one or more committees which shall consist of two or more Board members, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon the Board or any individual director by law.

B. Term of Office

Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member to be removed from such committee or unless such member shall cease to qualify as a member thereof.

C. Chairman

One member of each committee shall be appointed chairman by the persons authorized to appoint the members thereof.

D. Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

E. Quorum

Unless otherwise provided in the resolutions of the Board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

ARTICLE VII
EXECUTIVE DIRECTOR

The Executive Director is responsible for managing the day-to-day affairs of the corporation and administering the programs and policies approved by the Board of Directors. In order to fulfill these responsibilities, the duties and limitations of the Executive Director are as follows:

a) The Executive Director reports directly to the Board of Directors and will keep the Board of Directors fully informed of his or her activities.
b) The Executive Director has authority to act for or on behalf of the corporation.
c) The Executive Director may employ any professional and support staff or agents necessary assist in carrying out these duties.

ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

A. Contracts

The Board may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instance.

B. Checks, Drafts, etc.

All checks, drafts or orders for the payment of money, notes, bonds or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers agent or agents, employee or employees of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

C. Deposits

All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositors as the board may select.

D. Gifts

The Board may accept on behalf of the corporation any contribution, gift, bequest or devise for general purposes for any special purposes of the corporation.

ARTICLE IX
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board, and committees having any of the authority of the Board of Directors. The board shall cause an audit of the records of the corporation to be made each year by a competent auditor.

ARTICLE X
FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June each year.

ARTICLE XI
SEAL

The board shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “corporate seal”.

ARTICLE XII
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes of said State or the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the persons entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII
AMENDMENT OF BYLAWS

These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by a majority vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

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