Article III

BYLAWS

ARTICLE III: BOARD OF DIRECTORS

A.        Number of Directors. Except for the initial Board in the Certificates of Incorporation, the Board of Directors shall consist of six Directors.

B.         Composition of the Board of Directors. There shall be three categories of Directors, each consisting of two Directors (one from California and one from Nevada) as follows:

1.         Lessee Representatives. These representatives shall represent Lessee Members and shall represent low-income Regular Members.  In addition, all the Lessee Representatives must meet one or more of the following criteria so that at least one-third of the Directors meet one or more of the following criteria:

a.  The Director is a resident of a low-income neighborhood;

b.   The Director is a low-income resident of the Service Area; or

c.   The Director is an elective representative of a low-income neighborhood organization.

2.         General Representatives.   These representatives shall represent General Members and Regular Members who have special needs.

3.        Supporting Representatives. These representatives shall represent the Regular Membership.

No more than one-third of the entire Board of Directors may be representatives of the public sector.

C.        Nomination of Directors. For all regular elections subsequent to the First Annual Meeting of the Membership, Directors shall be nominated as follows:

1.         Lessee Representatives.

a.   Lessee Members may nominate Lessee Representatives to the Board from among themselves.  These nominations must either be submitted in writing to the Secretary of the Corporation at least ten calendar days prior to the Annual Meeting or be made from the floor at the Annual Meeting.

b.   nominations for “Lessee Representatives” from among themselves in the manner described for Lessee Members, provided the nominees meet the low-income criteria of Article III.B.1.

c.   If, at the Annual Meeting, after the President has called for nominations for Lessee Representatives by Lessee Members, there are an insufficient number of nominees for the Lessee Representative positions to be filled, then General Members may nominate candidates from among themselves or from among the Lessee Members to fill such position(s).  Except as provided in this paragraph and in paragraph 1.b above, General Members may not nominate candidates for Lessee Members.

d.    All Lessee Representatives nominated as provided in this section must meet one or more of the criteria set forth in Article III.B.1 so that at least one-third of the Directors meet one or more of the criteria.

2.         General Representatives.

a.   General Members may nominate General Representatives to the Board from among themselves.  These nominations must either be submitted in writing to the Secretary of the Corporation at least ten calendar days prior to the Annual Meeting or be made from the floor at the Annual Meeting.

b.   If, at the Annual Meeting, after the President has called for nominations for General Representatives by General Members, there are an insufficient number of nominees for the General Representative positions to be filled, the Lessee Members may nominate candidates from among themselves or from the General Members to fill such position(s).  Except as provided in this paragraph, Lessee Members may not nominate candidates for General Representative.

3.         Supporting Representatives.

a.   Individual members of the seated Board of Directors shall make nominations for Supporting Representatives to the Board.  These nominations must either be submitted in writing by the Secretary of the Corporation at least ten calendar days prior to the Annual Meeting or be made from the floor at the Annual Meeting.

b.   If, at the Annual Meeting, after the President has called for nominations for Supporting Representatives by the Board, there are an insignificant number of nominees for the Supporting Representative positions to be filled, the Lessee Members may nominate candidates from among themselves or from the General Members to fill such position(s).

D.        Election of Directors. Directors shall be elected by a majority of the Regular Members present and voting at the Annual Meeting, a quorum being assembled, in accordance with the following procedures.

1.         The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

2.         A separate vote shall be taken for each category of representative (Lessee, General and Supporting Representatives).  If a person has been nominated in more than one category and is then elected in one category, his or her name shall be removed from the list of nominees in the remaining categories.

3.         Each Regular member may vote for one nominee for each vacant position in each of the categories of Representatives.

4.         Positions shall be filled by candidates receiving the largest numbers of votes, though such numbers may constitute less than a majority of the total votes cast.

5.         The order of election shall be:  Lessees Representatives first, followed by

General Representatives, followed by Supporting Representatives.

E.         Vacancies.

1.         Events Causing Vacancies on the Board.  A vacancy or vacancies on the board of directors shall occur in the event of (a) the death, removal, or resignation of a director; (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; (c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove the director(s); the increase of the authorized number of directors; or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.

2.         Election to Fill Vacancies.  If any Director vacates his or her term or is removed from the Board, the remaining Directors (though they may constitute less than a Board quorum) may elect a person to fill the vacancy.  As an alternative, the remaining Directors may, by unanimous agreement, decide to leave the position vacant until the next Annual Meeting of the Membership, provided the Board still includes at least one representative in each of the three categories of Directors with at least four Board Members in total.

3.         Qualifications of Replacements.  Any person elected to fill a vacancy on the Board must be one who can be reasonably expected to represent the interests of the constituents in the category in which the vacancy occurs.  If the vacancy results in less than one-third of the Board of Directors meeting the criteria established in Article III.B.1, above, any person elected to fill the vacancy must meet one or more of those criteria.

4.         Term of replacements. Replacement Directors elected by the Board shall serve until the next Annual Meeting of the Membership, at which time the position shall be filled by a person elected, according to the procedures described in Sections C and D of this Article, to serve out the remaining term of the person who has vacated the position, or, in the event such term has expired, to serve a full term.

F.         Terms of Directors.

1.         Terms of Directors. After the election of Directors at the First Annual Meeting, each Director shall be assigned, by mutual agreement or by lot, to a one-year or two-year term.  In each of the three categories of representatives, one Director shall be assigned a one-year term and one Director shall be assigned a two-year term.

2.         Terms of Successor Directors. Except as otherwise provided in these Bylaws, each Director shall serve a full term of two years.

3.         Commencement of Terms. The term of office of a regularly elected Director shall commence at the adjournment of the Annual Membership Meeting in which he or she is elected.  The term of office of a Director elected by the Board to fill a vacancy shall begin at the time of his or her acceptance of the position.

4.         Re-Election Term Limits. There shall be no term limits on the number of consecutive elected terms for any Director.

G. Resignation.

1.         Any Director may resign at any time by giving written notice to the President.  Unless otherwise specified, such resignation shall be effective upon the receipt of notice by the President.

2.         A Director shall be considered to have given notice of resignation and his or her position shall be declared vacant by the Board of Directors if he or she fails to attend three consecutive meetings of the Board with the exception of emergency meetings, unless good cause for absence and continuing interest in participating on the Board are recognized by the Board.  When a Director has failed to attend three consecutive meetings, the President shall notify him or her in writing that, at the next regular Board meeting, his or her position will be declared vacant unless the Board determined that there has been good cause for the Director’s absences and that the Director continues to be interested in participating on the Board of Directors.  The notification by the President shall be mailed no later than seven days prior to the Board meeting at which the position may be declared vacant.  At this meeting, the Director in question shall be given the opportunity to show good cause for absence from the meetings and continuing interest in participating on the Board.  The resignation of a Director who has missed three consecutive meetings shall not become effective until the Board has declared the position vacant as provided herein.

H.         Removal of Directors. A Director of the Corporation may be removed with or without cause by a vote of a majority of the members of the entire Board of Directors of the Corporation.  However, before such removal can occur, the Director proposed to be removed must be provided notice of the meeting in accordance with the procedures set forth in these bylaws and a reasonable opportunity to be heard on the question of the removal.

I.          Meetings of the Board of Directors.

1.         Notice of Meetings. Except as provided below for Emergency Meetings, written notice of a Board meeting shall be mailed to all Directors at least seven days prior to the meeting or shall be delivered in person at least five days prior to the meeting.  Notice of every meeting shall include an agenda for the meeting. 

2.         Waiver of Notice. Any Director may waive any notice required by Article III.I.1 these Bylaws.  Any Director who has not received notice of a Board meeting but has attended that meeting shall be considered to have waived notice of that meeting, unless he or she requests that his or her protest be recorded in the minutes of the meeting. 

3.         Annual Meeting of the Board. The Annual Meeting of the Board of Directors may be held immediately following the Annual Membership Meeting and must be held no later than one month following the Annual Meeting.

4.         Regular Meetings. The Board of Directors shall meet no less than once per year and as required from time to time, at such other times and places as the Board may establish.

5.         Special Meetings and Emergency Meetings. Special Meetings may be called by the President, by any three Directors, or by ten percent of the Regular Members of the Corporation.  Notice must be given as provided above, unless any three Directors determine that the matter at hand constitutes an emergency.  When so determined, an Emergency Meeting may be called on one-day notice.  Notice of Emergency Meetings, including an announcement of the agenda, shall be given by telephone or in person to all Directors.  At any Special or Emergency Meeting of the Board, only those matters included in the announced agenda may be acted upon unless all of the Directors are present at the meeting and unanimously agree to take action on other matters.

6.         Meetings by Telephone or Other Telecommunications Equipment.  Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment.  Participation in a meeting under this section shall constitute a presence in person at the meeting if all of the following apply:

(a)        Each member participating in the meeting can communicate concurrently with all other members.

(b)        Each member is provided the means of participating in all matters before the Board, including capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

(c)        The Board has adopted and implemented a means of verifying both of the following:

(1)       A person participating in the meeting is a director or other person entitled to participate in the Board meeting.

(2)        All actions of or votes by the Board are taken or can only be taken by the directors and not by persons who are not directors.

7.         Annual and Other Meetings. Immediately after each Annual Meeting of Members, the Board shall hold a general meeting for purposes of organization, election of officers, and transaction of other business.  Notice of this meeting is not required.

J.         Procedures for Meetings of the Board of Directors.

1.         Open Meetings. All meetings of the Board of Directors shall be open to any member and guests of members of the Board, except where the Board has voted to convene in executive session. 

2.         Executive Session. A motion to go into executive session shall state the nature of the business of the executive session, and no other matter may be considered in the executive session.  No binding action may be taken in executive session except actions concerning the securing of real estate purchase options or contracts in accordance with Article III.J.2 (b), below.  Attendance in executive session shall be limited to the Directors and any persons whose presence is requested by the Board of Directors.  Minutes of an executive session need not be taken; however, if they are taken, they shall be recorded as a part of the minutes of the meeting in which the Board as voted to go into executive session.  The Board shall not hold an executive session except to consider one or more of the following matters. 

(a)        Contracts, labor relations agreements with employees, arbitration, grievances, or litigation involving the Corporation when premature public knowledge would place the Corporation or person involved at a substantial disadvantage.

(b)        Approval of real estate purchase offers and the negotiating or securing of real estate purchase options or contracts.  The Executive Director may enter into or negotiate purchase options for acquisition of real property in accordance to guidelines approved by the Board of Directors.

(c)        The appointment or evaluation of the Executive Director, and any disciplinary or dismissal action against any employee (however, nothing in this section shall be construed to impair the right of an employee to a public hearing if action is taken to discipline or dismiss).

(d)        The consideration of applications from persons seeking to lease land and/or housing, purchase housing, or arrange financing from the Corporation.

(e)        Relationships between the Corporation and any party who might be harmed by public discussion of matters relating to the relationship.

3.         Quorum. A majority of the authorized number of directors, provided that at least one representative from each of the three representatives is present, shall constitute a quorum for the transaction of any business except adjournment.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointment to committees of the Board, and (d) indemnification of directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

4.         Decision Making. Whenever possible, the Board shall attempt to reach unanimous agreement on all decisions.  In the event that unanimity is not attained, a decision shall be made by an affirmative vote of a majority of the Board Directors present and voting, a quorum being assembled, except as otherwise provided in these Bylaws.  Before a vote is held on any motion, the exact language of the motion shall be recorded by the Secretary of the Corporation, or by other such person as the Board may designate, and read into the record, and all Regular Members present shall have a reasonable opportunity to express their opinions on the proposition.  The President may set reasonable time limits on testimony for any matter to limit meeting length to a reasonable time period.  The President may also limit testimony on matters for which new speakers consent in whole with testimony already in the record.  The Corporate Chaplain shall be consulted prior to a vote on any matter if requested by any Regular Member. 

5.         Minutes. Minutes of all Board meetings shall be recorded by the Secretary of the Corporation or by other such person as the Board may designate, and shall be approved by the Board at the next Board meeting.  All minutes of Board meetings shall be kept on permanent record of the Corporation and shall be open for inspection by any Member of the Corporation.

6.         Affidavit of Mailing Notice.  An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any designated agent of the corporation, and if so executed, shall be filed and maintained in the corporation’s minute book.

7.         Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

8.         Notice of Adjourned Meeting.  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours.  If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

9.         Action Without a Meeting.  Any action that the Board is required or permitted to take may be taken without a meeting if all Board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in California Corporations Code section 5233 shall not be required for approval of that transaction.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.  All such consents shall be filed with the minutes of the proceedings of the Board.

K.         Duties of the Board of Directors. The Board of Directors shall carry out the purpose of the Corporation, implement the decisions of the Regular Membership, and be responsible for the general management of the affairs of the Corporation in accordance with these Bylaws.  Specifically, the Board shall:

1.         Approve a written Annual Report to the Membership, and send this report to the members and directors within 120 days after the end of the corporation’s fiscal year.  This report shall include a summary of the corporation’s activities including:

(a)        The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b)        The principal changes in assets and liabilities, including trust funds;

(c)        The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;

(d)        The corporation’s expenses or disbursements for both general and restricted purposes;

(e)        Any information required by these bylaws; and

(f)         An independent accountant’s report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year; provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.

2.         As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and mail or deliver to each member and furnish to each director a statement of any transaction or indemnification of the following kind:

(a)        Any transaction (i) in which the corporation was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000.  For this purpose, an “interested person” is either:

(1)        Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or

(2)        Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.  The statement shall include a brief description of the transaction, the names of the interested persons involved, either relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

(b)        Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under these bylaws, unless that indemnification has already been approved by the members under Corporations Code section 5238(e)(2).

3.         Adopt an annual budget prior to the beginning of each fiscal year, and approve any expenditure not included in the budget.

4.         Select all officers of the Corporation.

5.         Supervise the activities of all officers, agents, and committees of the Corporation in the performance of their assigned duties and investigate any possible conflicts of interest within the Corporation.

6.         Adopt and implement an employee personnel policies manual providing for the hiring, supervision, and evaluation of employees.  The Employee Personnel Policy Manual shall include employee benefits and employee regulations.

7.         Provide for the deposit of funds in accordance with Article X of these Bylaws.

8.         Determine by whom and in what manner deeds, leases, contracts, checks, drafts, endorsements, notes and other instruments shall be signed on behalf of the Corporation.

9.         Acquire such parcels of land (with or without buildings and other improvements) and development rights, through donation, purchase, or otherwise, as the Board shall determine that it is useful and prudent to acquire in furtherance of the purposes of the Corporation.

10.       Convey the right to use land and/or development rights, through leases or other limited conveyances, in accordance with the provisions of Articles VI and VII of these Bylaws.

11.       Convey ownership of housing and other improvements on the Corporation’s land to qualified lessees, as possible, in accordance with the provisions of Articles VI and VII of these Bylaws.

12.       Provide for the purchase of housing and other improvements on the Corporation’s land from lessees who wish to sell or whose leases are terminated, at prices based on the “Resale Formula,” in accordance with Article VII of these Bylaws.

13.       Develop the resources necessary for the operation of the Corporation and for the acquisition and development of land and housing.

14.       Assume the sound management of the Corporation’s finances.

L.         Powers of the Board of Directors. In addition to the power to carry out the duties enumerated above, the Board of Directors shall have the power to:

1.         Hire and fire the Executive Director and appoint and discharge advisors and consultants.

2.         Create such committees as are necessary or desirable to further the purposes of the Corporation.  (Any member of the Corporation may be appointed to any comittee.  No committee may take action on behalf of the Corporation except as authorized by the Board of Directors.)

3.         Call special meetings of the membership.

4.         Approve the borrowing and lending of money as necessary to further the purposes of the Corporation and in accordance with Article X.D of these Bylaws.

5.         Exercise all other powers necessary to conduct the affairs and further the purposes of the Corporation in accordance with the Certificate(s) of Incorporation and these Bylaws.

M.        Limitation on the Powers of the Board of Directors. Action taken by the Board of Directors on any motion for the assessment of membership dues, the sale of land, the establishment or alteration of the “Resale Formula,” or the dissolution of the Corporation shall not become effective unless such action is approved by the Regular Membership in accordance with these Bylaws by a majority vote of the Regular Members, a quorum being assembled.  The Board of Directors shall not adopt or implement any policy or action that violates Roman Catholic social teaching.

N.         Conflict of Interest. No member of the Board of Directors shall vote on any matter in which such Director or any parent, spouse, child, partner, employer or similar related business entity has a substantial interest in any property or business that would be substantially affected by such action.

O.        Restriction on Interested Persons as Directors.  No more than 49 percent of the persons serving on the Board of Directors may be “interested persons.”  An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (b) any brother, sister, son-in-law, daughter-in-law, mother-in-law, father-in-law or such person.  However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

P.         Compensation and Reimbursement.  Directors may receive compensation, if any, for their services as directors or officers, and such reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.