BY-LAWS OF THE BOSTON AFFORDABLE HOUSING COALITION
(d/b/a Massachusetts Alliance of HUD Tenants)
Amended and Restated as of 11/23/96
Amended and Restated by the Board of Directors on 5/30/18,
Ratified by Membership at Annual Meeting on 6/2/18
The name of the corporation shall be "The Boston Affordable Housing Coalition, Inc.", d/b/a "The Massachusetts Alliance of HUD Tenants" (hereinafter "MAHT")
A. The Corporation is organized and shall be operated exclusively for charitable, educational and civic purposes, as defined by M.G.L. Ch. 180 Sec. 2 and as may qualify it for tax exemption status under Section 501(c)(3) of the Internal Revenue Code of 1954, or its successor provision.
B. The MAHT is a democratically run coalition of resident organizations in Eastern and Central Massachusetts concerned with the preservation and improvement of multifamily, privately owned, current or formerly HUD or MassHousing assisted and/or insured 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 HUD’s Rental Assistance Demonstration or other programs (hereinafter “HUD-assisted” or “HUD” housing). The MAHT's specific purposes are:
(a) To preserve and expand the supply of safe, decent and permanently affordable housing, especially HUD-assisted multi family housing
(b) To empower affected tenants, promote resident ownership and control over management, and to improve the quality of life in HUD assisted housing
(c) To represent, collectively bargain for, and negotiate on behalf of affected multifamily housing tenants with HUD and MassHousing and other parties and to make HUD and MassHousing accountable to their constituents, HUD or MassHousing tenants
(d) To provide organizing, training, technical and educational assistance and to act as an information clearinghouse and resource center for affected multifamily housing residents and their organizations
(e) To provide a resident-run development and project management assistance program for affected tenant organizations interested in creating non-prof it ownership under tenant control in their developments
(f) To promote racial harmony and integration and to oppose discrimination on the basis of race, sex, age, national origin, sexual preference, handicap or belief, especially for residents of HUD housing.
Individuals who participate in member groups have the right to participate in MAHT activities and committees, as determined by the Board of Directors. Group members are also eligible to request staff and volunteer training assistance pursuant to mutually agreed workplans approved by the MAHT Board of Directors, depending on the availability of resources.
Member groups are eligible to benefit from the MAHT's collective bargaining strength in dealing with HUD and other agencies, gain access to a network of HUD residents and organizations, receive training and participate in MAHT-sponsored workshops, receive discounts on publications and other materials, and participate in local and national meetings and conferences in unison with other local, regional, and national HUD resident organizations.
New member groups are eligible to receive orientation regarding the history and purpose of the MAHT, its By-Laws, policies, criteria and responsibilities of member groups.
Responsibilities of Group Members. It is the responsibility of Member Groups which join the MAHT to make a commitment to:
a) send representatives to General Membership Meetings of the MAHT
b) Participate in MAHT Committees and activities;
c) maintain their eligibility for membership
d) actively support the goals, policies and purposes of the MAHT
e) serve as a liaison between the MAHT and individual tenants within their development
f) make a commitment to assist in building and strengthening the MAHT, including assistance in fundraising and securing available resources to support the MAHT
Voting. Each member organization in good standing will have two votes at any Membership meeting. Member organizations are responsible for designating their own representatives.
Dues. The Board of Directors determines the cost of membership dues, initially, $25 annually. The Board, in cases of financial hardship, may waive dues for any member in whole or in part or approve special arrangements for payment. Group members who do not renew their dues annually can be dropped from the membership list eight (8) months after their expiration date.
Compliance with Membership Standards. In order to be eligible for membership, an organization must clearly demonstrate that it is in fact resident led and represents the interests of residents. Compliance with membership standards will be assessed by a permanently established membership and credentials committee of the Board of Directors. In the event of a dispute regarding a group's status and/or qualifications, the Board of Directors is the final judge of the eligibility of Group Members.
ARTICLE THREE- PROHIBITED ACTIVITIES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, steering committee, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article. Except as provided in Section 501(h) (or the corresponding provision of any future United States Internal Revenue Law), no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Act.)
ARTICLE FOUR- OFFICE
The principal office of the Corporation shall be located in the City of Boston, in the Commonwealth of Massachusetts. The Corporation may have such other offices, within the State of Massachusetts as the Board of Directors (defined hereinafter) may determine.
ARTICLE FIVE- GENERAL MEMBERSHIP
Membership Standards. Voting membership is open to resident organizations in current or formerly HUD or MassHousing assisted 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 HUD’s Rental Assistance Demonstration or other programs, including resident owner groups, or organizing committees, that meet regularly, are democratic, are representative of all groups in their development, are completely independent of non-resident owners, management agents or housing authorities, and are committed to permanently affordable housing for low and moderate income people.
There are no individual memberships. Individual HUD tenants may join committees, participate in activities, and attend membership meetings as non-voting guests.
Rights and Benefits of Group Members. Group members have the right to receive multiple copies of the MAHT newsletter and other publications, vote at membership meetings, elect the Board of Directors, and review By-Laws changes adopted by the Board.
Membership Meetings. Annual Meeting. The Annual Meeting shall be held within Boston at such time and place as the Board of Directors shall determine. Unless decided otherwise by the Board of Directors, the Annual Meeting shall be held in the month of May, at which the Board of Directors shall be elected, the annual report of the organization shall be presented, and By-Laws changes adopted by the Board may be reviewed. The voting procedures and other rules, including the establishment of a quorum, shall be determined by the Board at their last meeting prior to ' the Annual Meeting or any Special Meeting. In case the Annual Meeting is not held when scheduled, a Special Meeting in lieu of the Annual Meeting shall be held as soon thereafter as possible, at which the business normally conducted at the Annual Meeting shall be conducted.
Special Meetings. Special Meetings may be called by the majority of the Board of Directors or by the President upon written petition of one-third (1/3) of the Members Groups (with Member Groups counting as one signature/vote).
When a quorum is present at the Annual Meeting or any Special Meeting, the vote or concurrence of a majority of the Member Groups present shall be required to decide any matter or take any action except to the extent that a greater proportion is required by law, or these By-Laws.
Notice. Member Groups shall be notified in writing at least fourteen (14) days in advance of the Annual or Special Meeting. The meeting notice shall contain specific notice of any of the following events to take place at the meeting:
a) a special or regular election to fill vacancies on the Board of Directors
b) review of action by the Board to amend these By-Laws, including the text of the By-Laws amendment to be reviewed. Member Groups at any Annual or Special meeting can, by a two-third (2/3) vote, change or reverse any action regarding By-Laws taken By the Board of Directors.
c) the holding of the Annual Meeting or a change in the date of the scheduled Annual Meeting.
Any decision of the Annual Meeting or Special Meeting is binding on the Board and on all officers, committees, and staff. Any decision of the Board or any officer, committee, or staff may be overruled by a two-third (2/3) vote at the Annual Meeting or any Special Meeting, provided that the notice of this meeting specifies in writing the proposed decision to be overruled.
ARTICLE SIX--BOARD OF DIRECTORS
Powers. The affairs of the Corporation shall be managed by a Board of Directors, which shall have all the privileges, authorities, and liabilities that a Board of Directors has under the laws of the Commonwealth of Massachusetts. The Board of Directors shall be responsible for the governance of the organization, including goal-setting, strategic and long-range planning and evaluation, setting policy, contractual and budgetary matters, maintenance of group membership standards, adoption of Bylaws amendments, and hiring, evaluation, oversight and firing of an Executive Director.
The Executive Director shall be responsible for hiring, evaluation, supervision and firing of all staff and consultants employed by the MAHT, pursuant to personnel policies and grievance procedures adopted by the Board.
Board of Directors Membership. The Board of Directors shall consist of not more than fifteen (15) nor fewer than twelve (12) members elected by Member Group representatives at the Annual Meeting. Members of the Board of Directors must be designated representatives from Member Groups in good standing, except that up to three persons who are not representatives of current or formerly HUD or MassHousing multi-family housing Member Groups may be elected or appointed as members of the Board.
Meetings. There shall be at least four Board of Directors meetings a year at specific times determinable by the Board. Meetings may be convened by the Executive Committee or by the President of the Board. The President or the Clerk shall call a meeting of the Board upon written request of at least 25% of the members of the Board in office at the time of the request.
Quorum. At any meeting of the Board of Directors one third (1/3) plus one of the Directors then in office shall constitute a quorum. A majority of the quorum shall decide any question except as otherwise provided by laws or these By-Laws.
Notice. Notice of a Board of Directors meeting must be postmarked at least five (5) days prior to the meeting. Special Meetings of the Board may be called with 24 hours notice. In the case of emergency action as determined by the Board, the President may conduct a telephone poll of Board members, subject to ratification at the next regularly called Board meeting. Upon request by a Board member who is unable to attend a meeting, members may vote by proxy. Proxies may be general or specific, must specify the meeting for which it is to be exercised, designate the Board member who is authorized to cast the vote, and must be filed in writing with the Secretary before being voted. No Board member may cast more than one proxy vote at any meeting.
ARTICLE SEVEN -REMOVAL OF OFFICERS, BOARD OF DIRECTORS, . MEMBER GROUPS OR REPRESENTATIVES
Removal of Group Members or Representatives. A group member or its representative may be expelled or have responsibilities and/or powers curtailed by a vote of two-thirds of the entire Board of Directors (not including any vacancies). Such a proposal introduced at any Board meeting shall, after discussion, be postponed for at least one week until a subsequent meeting. Grounds for such a proposal would be if the member is found to be working against tenants and/or the MAHT's best interests. The member or representative shall then have the opportunity to be heard, and further discussion shall be in order before the voting. Voting shall be by secret ballot.
Removal of Board of Directors Members or Officers. The Board may remove any Board member for absenteeism. Absenteeism shall be defined as the failure to attend four consecutive meetings.
The Board may, by majority vote of those present, with a quorum, recommend the removal of an officer or Board member for cause. Said director shall be notified in writing of this recommendation, and the cause or causes cited. This notice shall also include the date, time and place of a subsequent meeting of the Board to afford the officer or Board member the opportunity to respond to this recommendation. At this subsequent meeting, a majority of the Board membership voting, with a quorum, may remove the officer or Board member.
Resignation. A Board member may resign by delivering a written resignation to the President or Executive Director of the Corporation or to a meeting of the Board. Such resignation shall be effective upon receipt (unless otherwise specified) and acceptance by the Board is not required. The Board may fill a vacancy which occurs for any reason with a qualified Member Group representative or, in the case of a vacancy by an Ex-Officio Board member, by a non-HUD-tenant member, who shall serve until the next Annual Meeting.
These By-Laws may be amended or repealed in whole or in part by a two thirds vote of the Board of Directors, except with respect to any provisions that are required under the laws of the Commonwealth of Massachusetts or Section 501 (c) (3) of the Internal Revenue Code or subsequent provisions. A written proposal to amend these by-laws shall be provided to the Board of Directors no later than the time of notice of the meeting. The Board shall notify the Member Group representatives of any change to the By-Laws within thirty (30) days of the adoption of a change. Member Group representatives may overturn or modify any such By-Law change by a two-third (2/3) vote at an Annual or Special Meeting of the Group Members.
ARTICLE TEN - OFFICERS
A. Number and Qualifications. The officers of the Corporation shall be a President, Vice-President, Treasurer, Secretary and such other officers as the Board of Directors may determine. The Corporation may also have such agents, if any, as the Board may appoint. An officer must be a member of the Board of Directors. No person may hold more than one off ice at the same time. If required by the Board, any officer shall give the Corporation a bond for the faithful performance of his or her duties in such amount and with such surety as shall be satisfactory to the Directors.
B. Election. The Board of Directors shall elect its own officers at the first Board meeting following the Annual Meeting which selects the Board, but in no case more than one month within the date of the Annual Meeting. Members of the Board who are not representatives of current of former HUD or MassHousing Member Groups may be elected as Treasurer, Secretary, or Vice-President but not as President.
C. Tenure of Officers. The term of officers shall extend from the Board of Directors meeting at which they are elected to the first Board meeting following the subsequent Annual Meeting which elects the Board.
D. Duties of Officers. The officers of president, treasurer, and secretary shall have the duties described herein. Additionally, the Board may assign additional duties to the officers as needed.
1) President. The President is the chief executive officer of the Board. The President shall preside at all meetings of the Board and the General Membership.
2) Vice-President. The Vice-President shall act in place of the President during the President's absence or inability to act and during any vacancy in the office of the President.
3) Treasurer. The treasurer is the chief financial officer and the chief accounting officer for the Corporation. The treasurer shall keep or supervise the keeping of full and accurate records of all transactions, funds, credits and debits of the Corporation and shall make these records available to any Board member upon request. Additionally, an accounting shall be made at the time of the Annual Meeting to the General Membership.
4) Secretary. The secretary shall keep and maintain records of all proceedings of the Board and the Annual Meeting and shall make these records to Board members. The secretary is also responsible for maintaining accurate records of the Articles of Incorporation and the By-Laws and all official correspondence from the Board.
ARTICLE ELEVEN - EXECUTION OF PAPERS
Except as the Board may generally, or in particular cases authorize, all deeds, leases, transfers, contracts, checks or other obligations accepted or endorsed by the Corporation shall be signed by the President and one other officer.
ARTICLE TWELVE - EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the officers and Committee chairs. Its duties shall be defined by the Board.
ARTICLE THIRTEEN - COMMITTEES
The Board has the authority to designate committees, to define the duties of these committees, to appoint or remove chairs at pleasure, and to dissolve same. Unless otherwise specified by the Board, Member Group representatives and individual HUD tenants from Member Groups may serve on the Committees.
ARTICLE FOURTEEN - PERSONAL LIABILITY
The members and officers shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with or having a claim against the corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debts, damages, judgement or decree, or of any money that may become due or payable to them from the Corporation.
ARTICLE FIFTEEN - DISSOLUTION
In the event of dissolution or liquidation of the Corporation, whether voluntary, involuntary, or by operation of law, no Director or officer of the Corporation nor any private individual shall be entitled to share in the distribution of the corporate assets. The corporate assets will be used or distributed exclusively to accomplish the general purposes set forth in the Corporation's Certificate of Incorporation, provided that such distribution be made only to such recipients of a kind described in Section 501 (c) (3) of the Internal Revenue Code of 1954 and so as to be exempt from tax under Section 501 (a) thereof or cognate provisions of law.