National Alliance of HUD Tenants (NAHT)

BYLAWS

These bylaws have been amended and restated by the membership on June 29, 2023

MISSION:

We exist to preserve and improve affordable housing, protect tenants' rights, develop tenant empowerment, promote resident control and ownership, improve the quality of life in HUD assisted housing and to make HUD accountable to its constituents, HUD tenants.

ARTICLE l. NAME

This organization shall be called the National Alliance of HUD Tenants (hereinafter NAHT). (HUD—The US Department of Housing and Urban Development)

ARTICLE ll. PURPOSE

The National Alliance of HUD Tenants (NAHT) is a nationwide democratically ran network of tenant organizations concerned with the preservation and improvement of multifamily, privately-owned, HUD-assisted housing (SECTION 202, SECTION 236, RAD Developments and all future forms of HUD Multi-Family Assisted Housing) in the United States, including Puerto Rico, Guam and US Virgin Islands.

NAHT's goals are to maintain affordable housing, develop tenant empowerment, promote tenant ownership and control over management, improve the quality of life in HUD-Assisted housing in both urban and rural areas and to make HUD accountable to its constituents, HUD tenants.

NAHT's activities include the education of tenants, outreach to HUD tenant groups, organizing unorganized HUD tenant areas and promoting media coverage of HUD tenant issues.

NAHT will represent, collectively bargain for, and negotiate on behalf of, HUD Multifamily Housing tenants with HUD and other parties. NAHT will advocate that tenants have a direct open line of communication with HUD and effectuate proper responses from HUD for tenants.

NAHT is a multicultural, tenant-controlled organization, open and accessible to all members, ethnic groups, economic levels, ages, all abilities, geographic areas, and linguistic groups ethnic groups, economic levels, ages, all abilities, geographic areas, and linguistic groups residing in HUD-assisted housing.

ARTICLE III. MEMBERSHIP

Section I. Membership

There shall be two categories of membership: voting members and associate non-voting members. Non-resident owners and management agents or their employees are not eligible for membership.

Section 2. Voting Membership

A. Voting membership is open to resident organizations in current or formerly HUDAssisted and/or insured multi-family housing (including but not limited to buildings eligible for participation in the Title VI Preservation Program, and Public Housing developments proposed for conversion to private ownership by a Public Housing Agency through Notice to tenants pursuant to HUD's Rental Assistance Demonstration or other programs), including resident owner groups, or organizing committees, and that meet regularly are democratic, representative of all groups in their development and are independent of non-resident owners or management agents, and are committed to permanently affordable housing for low and moderate income people.

B. In order to be eligible for membership, a tenant association must clearly demonstrate that it is in fact resident-led and represents the interest of residents. Through a permanently established membership and credentials committee. Compliance with membership standards will be assessed.

C. Voting representatives can be duly assigned from the general membership and/or executive board of the tenant association they represent.

D. Voting representatives, shall serve a term of three years, regardless of their term on the board of their tenant association, unless they no longer meet eligibility criteria as a tenant, their tenant association fails to renew its membership or due to circumstances beyond their control.

E. Each member of the tenant organization will have one vote.

Section 3. Non-Voting Members

A. Associate membership is open to non-resident, non-profit organizations which work with HUD residents, and which share the goals and objectives of NAHT.

B. Such groups must demonstrate that they actively promote tenant interests, that their goals include tenant empowerment and increased tenant control in management/ownership decisions and that the group is committed to permanently affordable housing for low and moderate income people.

C. Groups or individuals representing non-resident owners or managers are not eligible for associate membership.

D. Associate members may participate in the affairs of the organization but do not have voting rights.

Section 4. Individual Non-Voting Members

A. Individual Non-Voting Membership is open to all residents of all qualifying HUD subsidized multifamily housing as defined in "Voting membership".

B. Individual members will be mentored by a NAHT representatives (ie: Regional Vice President, and NAHT designated volunteer) in all organizing efforts, operational procedures, and principals in establishing their own democratically ran Tenant Association.

C. Each member will be encouraged to have their Tenant Association join NAHT as a compliant and eligible voting membership Tenant Association.

Section 5. Dues

The dues for resident organizations shall be initially assessed at $25 annually for voting membership and shall be effective for one year from date of receipt.
Associate member organizations will be assessed dues on a sliding scale based on a percentage of their annual budget, such dues to be determined by the Board of Directors of NAHT.
Individual non-voting members shall be initially assessed at $5 Annual rate and shall be effective for one year from date of receipt.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Board of Directors.

A Board of Directors, (hereinafter "the Board"), shall govern the affairs of NAHT

Section 2. Election of the Board

The Board may consist of no more than twenty members elected at large through regional caucuses during NAHT annual membership meeting, or at duly constituted regional membership meetings as specified in these By-Laws.

The newly elected Board shall take office at the first meeting (in person or virtually) to be called by the outgoing Board, no later than 90 days following the annual national membership meeting and shall serve for a full term of two years until, the first Board of Directors meeting following the annual membership meeting.

Section 3. Board of Directors Eligibility

In order for Voting Representatives to serve on the Board of Directors:

A. Only a voting representative designated by a Tenant Membership Association in good standing under these By-Laws may be elected to serve on the Board of Directors.

Ineligibility

A. A member of the Board of Directors who is removed as the representative to NAHT by action of a member organization in good standing.

B. A Board of Directors member who is a representative of a voting member organization which is not in good standing with NAHT, shall be ineligible to serve as a Board of Directors member.

Section 4. Regional Representation

The Board shall geographically represent the ten HUD regions. Each region may elect a minimum of one voting member organization representative from their region to serve on the Board. Additional seats on the Board become available as regions increase their membership of tenant organizations.

A. Each region is automatically assigned a seat, provided they have at least one member organization in good standing.

B. A second seat is then assigned for the next 9 memberships gained and;

C. An additional seat (not to exceed 5 seats in total) is gained for every ten tenant member organizations in that region, each in good standing.

D. Each region may have a maximum of five seats on the Board, no matter the number of membership organizations in their region.

E. In the event seats are gained in the middle of the year, seats will remain vacant, until the next annual meeting.

ARTICLE VII BY-LAWS

Section 1.

A. These by-laws may be amended at an annual national membership meeting by a majority vote of the members present, with sixty days prior written notice of the proposed change.

B. In emergency cases, we shall refer to Robert's Rules of Order latest revised version.

ARTICLE VIII: STANDING RULES

Section 1. We shall frequently communicate with each other.

Section 2. We shall ensure that all members are listened to.

Section 3. We adopt Robert's Rules of Order, Latest Revised Version as our parliamentary authority.

Section 5. Review of Decisions by the Membership

Policy decisions made by the Board shall be subject to review through the Webpage and amendment by the general membership. These documents will be available for review through newsletters distributed regionally or displayed at national meetings.

Each region is automatically assigned a seat, provided they have at least one member organization in good standing.
A second seat is then assigned for the next 9 memberships gained and;
An additional seat (not to exceed 5 seats in total) is gained for every ten tenant member organizations in that region, each in good standing.
Each region may have a maximum of five seats on the Board, no matter the number of membership organizations in their region.
In the event seats are gained in the middle of the year, seats will remain vacant, until the next annual meeting.

Section 6. Emergency Contact with the Board

A phone tree shall be implemented to accomplish contact with the board members on emergencies.

Section 7. Decisions by Majority of the Board

Decisions of the Board will be dictated by majority rules at a duly-constituted meeting or polling process. All Board members will be notified of the Board's decision.

Section 8. Powers of the Board.

The responsibilities and powers of the Board of Directors are as follows:

A. The adoption of the annual budget is subject to approval by the membership and shall be adjusted by the Board.

B. Personnel policies.

C. The annual assessment of the Executive Director:

• The execution, development, and distribution of an annual newsletter as a means of communication with the general membership.

• Development and operation of creating a fundraising.

Section 9. Officers of the Board

President. The President shall represent the Board of Directors and shall preside at all meetings of the members and of the Board of Directors, unless the President or the Board designates another Board member to facilitate or chair a particular meeting. The President shall have all of the general powers and duties which are usually vested in the office of President of a nonprofit corporation, and as described in Roberts Rules of Order. Revised

Vice Presidents. The Board of Directors shall elect four Vice Presidents to represent the North, South, East and West regions of the nation. The Board shall determine the allocation of membership by these regional designations so as to approximate the geographical distribution of member organizations in good standing with NAHT.

The Vice Presidents Shall:

A. Take the place of the President and perform the President's duties whenever the President is absent or unable to act.

B. The Board shall designate a regional Vice President to act in the absence of the President on an alternating basis, so that each regional Vice President will serve during the year.

C. Each Vice President shall have additional responsibilities to assist the regional Board members in recruitment of new member organizations and;

D. Maintenance of membership standards in the jurisdictions designated by the Board.

Secretary. The Secretary shall oversee and direct the minutes of all meetings of the Board of Directors and of the members. The Secretary shall have all of the general powers and duties which are usually vested in the office of secretary of a nonprofit corporation, and as described in Roberts Rules of Order, Revised. All minutes are the property of the Board. The Secretary must submit minutes for approval within 14 days of the Board meeting.

Treasurer. The Treasurer shall oversee and direct all receipts and disbursements of the Corporation, the keeping of all books and financial records of the Corporation, and the presentation of a budget to the Board of Directors. The Treasurer shall have all of the general powers and duties which are usually vested in the office of Treasurer of a nonprofit corporation, and as described in Roberts Rules of Order, Revised.

Executive Committee. The Officers of the Board shall constitute an Executive Committee. The Executive Committee may set agendas and time lines for NAHT Board meetings and implement policies established by the Board. The Executive Committee may also convene for emergency actions subject to subsequent Board approval.

Section 10. Selection and Term of the Board.

The officers of the Board shall be voted in by the Board to serve a term of two years, providing their tenant Association is in good standing.

Section 11. Vacancies.

Vacancies on the Board, (including vacancies resulting from increases in regional membership as specified in Article IV, Section 4) may be filled for the balance of the term as applicable by the membership in good standing from the region in which the vacancy has occurred at a duly called regional membership meeting with a quorum.

The NAHT board shall review the selection process to ensure compliance with these By-laws.

Section 12. Removal of Board members

Removal of Board members by the regional membership

At any duly called regional membership meeting with a quorum ofthe voting members in good standing from that region or at a duly called regional caucus, annual or special meeting with a quorum. A regional Board representative may be removed with cause by a 2/3 vote of the members present and voting.

The Board member in question shall be notified in writing of the proposed cause(s) for removal at least 30 days prior to the meeting convened for that purpose and shall be provided with an opportunity to be heard at that meeting.

Removal of Board members by the Board

The Board of Directors may remove any Board member by a 2/3 vote of a Board of Directors meeting with a quorum duly called for that purpose.

The regional membership of the proposed Board member in question shall be notified by the Board, in writing, certified mail and/or via email of the proposed causes for removal prior to the meeting (face-to-face or teleconference) being convened for that purpose and;

Upon notification, said board member will be suspended of their duties until a final decision is made.
The board member shall be provided an opportunity to be heard at that meeting. The Board of Directors may remove any Board member with cause, by a majority vote of the Board of Directors.
Said board member and its' region will be given written notification of outcome within 10 days of the final decision.

Definition of Cause.

For purposes of this section, cause may consist of:

a) Failure to attend two consecutive face-to-face Board of Directors meetings without good cause;

b) Failure to attend three consecutive teleconference meetings or any three consecutive teleconference and face-to-face meetings of the Board without good cause;

c) Breach of the Code of Ethics adopted by the Board of Directors;

d) Failure to attend two consecutive, or a total of three per year, of duly called regional membership.

ARTICLE V. MEETINGS

Section 1. National Annual Meeting of the Membership.

The membership must meet at least once a year.

Section 2. Board of Directors Meetings.

The Board of Directors shall meet quarterly. Face-to-face meetings are generally held in Washington D.C. unless otherwise set by the Board. A telephone or video teleconference call may suffice for two required meetings per year.

Section 3. Quorum

A majority of the Board members then in office shall constitute a quorum for meetings of the Board of Directors.

A majority of the voting member organizations in good standing shall constitute a quorum for a regional membership meeting.

Ten per cent of the voting member organizations in good standing shall constitute a quorum for a national membership meeting provided that a majority of HUD Regions with membership in NAHT must be represented by at least 10% of the member organizations from each region for a quorum to be in effect.

Section 4. Call of Meetings

A. The annual and special national meetings of the membership shall be called by the Board of Directors.

B. Regional membership meetings may be convened by a majority (at least 50%) of the Board Members representing that region or by the Board of Directors.

C. Special or Regular meetings of the Board of Directors may be called by the President upon petition of three or more Board members, the President, Secretary, or Vice-President designated by the Board to act in the absence of the President as specified in Article IV. Section 10 shall call a Special or Regular meeting of the Board.

Section 5. Notice.

A. A minimum of 60 days notice to all members in good standing shall be observed for national membership meetings.

B. Fourteen days notice to all members in good standing within the region shall be observed for regional membership meetings.

C. A minimum of seven days notice shall be observed for Board of Directors conference calls.

D. At least thirty days notice is required for face-to-face or video teleconference Board of Directors meetings.

E. Emergency teleconference meetings may be called by the Board of Directors on two days notice.

F. Emergency regional membership teleconference meetings may be called on two days notice.

G. Email and electronic notification to the website, can be used in addition to mailings of the general membership.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the extent legally permissible by applicable law, of the general laws in the state of incorporation, indemnify all persons who may serve or have served as officers or members of the Board of Directors or committees.

ARTICLE VII. BY-LAWS

Section 1.