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Bylaws

Bylaws of FB Community Land Trust Inc.

Approved by Initial Directors: January 29, 2018

Pending approval by General Membership:

Table of Contents

Article I: Name, Purpose, Location, and Corporate Seal

Article II: Membership

Article III: Board of Directors

Article IV: Officers

Article V: Conflict of Interest Policy

Article VI: Whistleblower Policy

Article VII: Stewardship of Land

Article VIII: Ownership of Housing and Other Improvements Located on the Corporation’s Land, and Limitations on Resale                                                       

Article IX: Amendments

Article X: Dissolution

Article XI: Miscellaneous Provisions

Article XII: Initial Membership and Board, Adoption of Bylaws, First Annual Meeting


ARTICLE I: NAME, PURPOSE, LOCATION, AND CORPORATE SEAL

1. Name. The name of this organization shall be FB Community Land Trust Inc., hereinafter referred to as the “Corporation.”

2. Purpose. The purpose of the Corporation shall be:

This corporation will benefit current and future residents of the Fruit Belt neighborhood in Buffalo, NY, helping them preserve affordable housing and shape residential and commercial development in their neighborhood.

This corporation is formed for the charitable purpose of purchasing, owning, operating, maintaining, and leasing property and housing for low and moderate income individuals and families in the Fruit Belt neighborhood in Buffalo, New York.

3. Location. The principal office of the Corporation shall be located in Buffalo, New York.

4. Corporate Seal. The Directors may adopt and alter the seal of the corporation.  The seal of the corporation, if any, shall, subject to alteration by the Directors, bear its name and the year of its incorporation.

ARTICLE II: MEMBERSHIP

1. Regular Membership. Subsequent to the first annual meeting, the Regular Members of the Corporation, with full voting rights, shall be:

A. The Lessee Members, who shall be all persons who lease real property from the Corporation or who lease or own housing that is located on land leased by another entity from the Corporation.

B. The General Members, who shall be all other

(1) persons, eighteen years of age or older, who fulfill the following requirements:

a. Resides in, has attended a place of worship for at least one year in, or owns a business in the Fruit Belt, and can provide proof of such; or has demonstrated ties and commitment to the neighborhood as approved by the Board of Directors. The Fruit Belt shall be defined as the geographical area in Buffalo, NY bordered by the following streets: Main Street, Jefferson Avenue, Best Street, and Cherry Street.

b. Have Submitted a Membership application including a signed statement of support for the purposes of the Corporation in a form to be determined by the Board of Directors.

c. Have paid dues as established by the Membership for the current calendar year.

(2) organizations [DEFINE] that fulfill the following requirements:

a. Are physically located in the Fruit Belt and can provide proof of such; or has demonstrated ties and commitment to the neighborhood as approved by the Board of Directors. The Fruit Belt shall be defined as the geographical area in Buffalo, NY bordered by the following streets: Main Street, Jefferson Avenue, Best Street, and Cherry Street.

b. A representative of said organization has submitted an Organization Membership application including a signed statement of support for the purposes of the Corporation in a form to be determined by the Board of Directors.

c. Have paid dues as established by the Membership for the current calendar year.

2. Requirements for Continuing Regular Membership. To maintain Regular Membership beyond a person’s first year of Regular Membership a person must either be a Lessee Member or have paid dues established for the current calendar year.

3. Membership Dues.

A. Annual membership dues shall be assessed for each calendar year by an affirmative vote of a majority of the Regular Members present and voting at the Annual Meeting preceding that year. If no such action is taken to assess dues for a given year, the dues for that year shall be as established for the previous year. During the first year of the Corporation’s establishment, the dues shall be $25.00 for individuals and $100.00 for organizations by check or money order.

B. At will, the Corporation can waive dues for someone who has shown commitment to the Corporation as determined by a majority vote of the board of directors.

4. Rights of Regular Members.

A. Every Regular Member shall have the right to participate in meetings of the Membership, to cast one vote on all matters properly put before the Membership for consideration, to nominate and participate in the election of the Board of Directors as provided by these Bylaws, to serve on the Board of Directors or on committees if chosen, and to receive notices and minutes of Membership Meetings and Annual Reports of the Corporation. Organizations that are Regular Members shall get one vote as cast by the organization’s designated representative.

B. The assent of the Regular Membership, in accordance with these Bylaws, shall be required before action may be taken on the assessment of membership dues, the sale of land (for process, see Article VII), the alteration of the “resale formula” (for process, see Article VIII), the amendment of the Certificate of Incorporation or these Bylaws (for process, see Article IX), the removal of Directors (for process, see Article III), and the dissolution of the Corporation (for process, see Article X). The assent of the Membership is defined as the proportion of affirmative votes required on any of the aforementioned issues as defined by the bylaws, a quorum having been established.

5. Supporting Membership.

A. Any person or organization who/that has paid the annual dues established for the current calendar year but who/that does not wish to become a Regular Member or has not met all of the requirements of Regular Membership shall be designated a Supporting Member of the Corporation.

B. Supporting Members shall have all of the rights of Regular Members except the right to nominate and participate in the election of the Board of Directors and the right to vote on matters put before the Regular Membership.

6. Membership Meetings.

A. Notice of Meetings. Written notice of every Membership Meeting shall be given to all Regular and Supporting Members and shall include an agenda for the meeting and unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Except as otherwise provided in these Bylaws, notice shall be given at least ten days and not more than fifty days before the date of the meeting. Notification may be by mail, email, telephone or in person. If not given personally, it shall be addressed to the address appearing on the record of members or such other address as may be filed with the Secretary of the Corporation.

B. Annual Meetings. Subsequent to the First Annual Meeting, the Annual Meeting of the Membership, for reports to the Membership by the Board of Directors and Officers, the election of Directors, the assessment of dues, and the transaction of other business, shall be held in the fourth quarter of each year. The location and specific time of the Annual Meeting shall be determined by the Board of Directors. Notice of the Annual Meeting shall include a list of those persons nominated for the Board of Directors as provided in Article III of these Bylaws.

C. Regular Meetings. Regular Meetings may be scheduled by the Regular Membership at such times and places as they shall establish at the Annual Meeting.

D. Special Meetings. Special Membership Meetings may be called in two ways. The Board of Directors may call a Special Meeting. A Regular Member may also call a Special Meeting by writing a written petition addressed to the Board Secretary. The Board Secretary will then notify the rest of the Directors of the request. If three Directors sign on to the petition, a Special Meeting will be called. At a Special Meeting, only those matters stated on the agenda, as included in the notice of the meeting, may be acted upon by the Membership.

E. Open meetings. All Membership Meetings shall be open to any person.

F. Minutes. Minutes of all Membership Meetings shall be recorded by the Secretary of the Corporation or by another person designated by the Board of Directors. Minutes for every meeting shall be approved by the Regular Membership at the next Membership Meeting.

G. Quorum. A quorum shall consist of 10% percent of the total Regular Membership or 100 Regular Members—whichever is lesser—as determined by the Secretary of the Corporation. If 10% of the total Regular Membership results in an even number of members, quorum shall consist of 10% of the total Regular Membership plus one Regular Member.

H. Decision-Making. Whenever possible, decisions shall be made at Membership Meetings by consensus of the Regular Members present, which shall be formalized and memorialized in a motion made, seconded and carried by a majority of a quorum present. Any action shall be taken pursuant to an express motion and a formal vote. In the event that consensus is not attained, a decision shall be made by an affirmative vote of a majority of the Regular Members 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 and read to the Membership, and all Members present shall have a reasonable opportunity to express their opinions on the proposition. Members may submit a proxy vote via certified mail provided that it is postmarked five days before the date the vote is to take place. 

7. Removal

A. Removal for Failure to Comply with Continuing Membership Requirements. Membership of all types shall be terminated when a Member has failed to comply with the Continuing Membership Requirements (as provided in Section 2 of this Article).

B. Removal for Cause. Membership may also be suspended or terminated for good cause, should a Member act in a manner seriously detrimental to the Corporation.

C. Procedure for Removal. Before a suspension or removal of a Member or Director can occur under this Section 7:

(1) Written charges specifying the conduct must be filed with the Secretary of the Board. Any Member of the Corporation may file the charges and appear before the Board with respect to the charges. The Board shall review the charges and if it votes to proceed with the charges, the Board shall set a date for suspension or removal and follow the procedure described in this Section. If the Board determines that the charges are not sufficient to support a suspension or removal, the Board shall dismiss the charges and that shall constitute the final action of the Corporation with respect to the particular charges.

(2) If the Board votes to support the charges, it shall give a copy of the notice of the charges to the Member charged along with a notice that the Board has voted to support the charges and the date set for suspension or removal (the “Notice”). The date for suspension or expulsion shall be after the date by which the Member may request an Executive Committee Conciliation (“Conciliation”). The Notice must state that a Member may avoid suspension or expulsion by requesting a Conciliation prior to the date of suspension or expulsion. The Notice shall be mailed or hand delivered to the Member. Notice by mail shall be by certified mail sent to the last address of the Member shown on the Corporation’s records. Notice by mail shall be deemed delivered within 5 days of mailing.

(3) The Member charged shall have had at least twenty-five days following the mailing of the Notice in which to request a Conciliation before the Executive Committee. The Executive Committee shall consist of: the President of the Board, Vice-President of the Board, and the Executive Director, for a total of three seats. If any of these positions are vacant at the time of the Conciliation, the remaining seat will be filled by the Treasurer of the Board. If there are two vacancies, the remaining two seats will be filled by the Treasurer of the Board and the Secretary of the Board. If a Member fails to request a Conciliation, or fails to take corrective action if corrective action is specified in the Notice, the suspension or removal shall take effect on the date set forth in the Notice.

(4) If requested by the affected Member, the committee shall hold a Conciliation with both the charging Member and the charged Member. The Conciliation shall be structured through a restorative justice framework. After the Conciliation, the Executive Committee shall decide whether the Member should be suspended or removed. If a consensus cannot be reached among the Committee Members, the decision shall be put to a vote. In deliberation, considerations should include, but are not limited to:  

a. Whether the charged Member is identifying and taking steps to repair any harm

b. Whether it is likely that the charged Member will be detrimental to the interests of the Corporation in the future

The Committee shall come to a decision about the suspension or removal of the Member within two weeks.

(5) Upon coming to a decision, the Committee shall notify both the charging Member and the Member charged of the Committee’s decision in writing.

ARTICLE lll: BOARD OF DIRECTORS

1. Number of Directors. Except for the initial Board named in the Articles of Incorporation, the Board of Directors shall consist of nine (9) Directors.

2. Composition of the Board. There shall be three categories of Directors, each consisting of three Directors, or one third of the total Board. The three categories shall be “Lessee Representatives” representing Lessee Members, “General Representatives” representing General Members, and “Public Representatives.” Public Representatives represent the interests of the general public and may be, but are not limited to, government officials, members of charitable organizations, or members of other nonprofit organizations providing housing or social services for low-income and moderate-income households. It is not mandatory for Public Representatives to be residents of the Fruit Belt.

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

A. Lessee Representatives.

(1) Lessee Members may nominate Lessee Representatives to the Board from amongthemselves. These nominations must either be submitted in writing to theSecretary of the Corporation at least ten days prior to the Annual MembershipMeeting or be made from the floor at the Annual Meeting.

(2) In the event that, at the time when the notice of the Annual Membership Meeting is to be sent out, the number of nominations is less than the number of Lessee Representative seats to be filled, the Board of Directors shall nominate enough candidates so that the total number of candidates is sufficient to fill the number of seats to be filled. To achieve this end, the Board may, at any time prior to the sending out of such notice, approve a list of candidates for Lessee Representative to be nominated in such event. In making such nominations, the Board shall select actual Lessees to the extent that they are available to serve on the Board of Directors. Otherwise the Board shall select persons whose legal residence is in the Fruit Belt and who can reasonably be expected to represent the normal interests and concerns of Lessees.

B. General Representatives.

(1) 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 days prior to the Annual Meeting or be made from the floor at the Annual Meeting.

(2) If, at the time the notice of the Annual Membership Meeting is to be sent out, the number of nominations for General representative is less than the number of General Representative seats to be filled, the Board of Directors shall nominate enough candidates so that the total number of candidates is sufficient to fill the number of seats to be filled. To achieve this end, the Board may, at any time prior to the sending out of such notice, approve a list of candidates for General Representatives to be nominated in such event.

C. Public Representatives. At least ten days prior to the Annual Meeting, the Board of Directors shall make nominations for Public Representatives to the Board.

D. Notice of Nominations. A list of all persons nominated in each of the three categories shall be included with the notice of the Annual Meeting.

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

A. A separate vote shall be taken for each of the three categories of Board representatives: (1) Lessee Representatives, (2) General Representatives, and (3) Public 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.

B. Only Lessee Members may vote to elect Lessee Representatives unless no Lessee members are present at the Annual Membership Meeting. If no Lessee members are present, then General Members may vote to elect Lessee Representatives. Each Member qualified to vote for Lessee Representatives may vote for as many nominees in this category as there are Lessee Representative seats to be filled.

C. Only General Members may vote to elect General Representatives unless no General Members are present at the Annual Membership Meeting. If no General members are present, then Lessee Members may vote to elect General Representatives.  Each Member qualified to vote for General Representatives may vote for as many nominees in this category as there are General Representative seats to be filled.

D. All Regular Members (both Lessee and General Members) may vote to elect Public Representatives. Each Regular Member may vote for as many Public Representative nominees as there are Public Representative seats to be filled.

E. In each of the three categories, positions shall be filled by those candidates receiving the largest numbers of votes in the category, though such numbers may constitute less than a majority of the total votes cast in the category.

5. Vacancies.

A. If any Director vacates his or her term or is removed from the Board, the remaining Directors (though they may constitute less than a quorum) shall elect a person to fill the vacancy. Elections to fill vacancies shall be by a majority of the remaining Directors.

B. Any person elected to fill a vacancy on the Board of Directors must be one who can be reasonably expected to represent the interests of the constituents in the category (Lessee, General, or Public) in which the vacancy occurs.

C. Replacement Directors elected by the Board shall serve out the remaining term of the person who has vacated the position.

6. Low-Income Representation. In their actions regarding the nomination and election of directors and appointment of people to fill vacancies on the board of directors, the membership and the board of directors shall at all times ensure that at least one third of the Board is maintained for residents of low-income neighborhoods, other low-income community residents, or representatives of low-income neighborhood organizations.

7. Terms of Directors.

A. Terms of First Elected 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, two-year or three-year term. In each of the three categories of Representatives, one Director shall be assigned a one-year term, one Director shall be assigned a two-year term, and one Director shall be assigned a three-year term.

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

C. 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.

D. Re-election. No person shall serve as a Director for more than three consecutive elected terms. After a year’s absence from the Board, however, a person who has served three consecutive elected terms may return to the Board, if reelected, and may serve up to three consecutive elected terms.

8. Resignation.

A. 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.

B. 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 participation 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 determines 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 past absences from 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.

9. Removal.

A. Removal for Cause. A Director may be removed should the Director act in a manner seriously detrimental to the Corporation or to the Board in the fulfillment of its responsibilities. This could include—but is not limited to—colluding with individuals outside of the Corporation in a way that is detrimental to the interests of the Corporation or otherwise acting on behalf of the Corporation—whether explicitly or essentially—without proper authorization from the Board. 

B. Procedure for Consideration of Removal. Before such removal can occur:

(1) Charges must be filed with the full Board of Directors and the Director affected offered an Executive Committee Conciliation (as provided in Article II, Section 7 (C) (1- 4) for Members). If the Director would otherwise be on the Executive Committee, the Treasurer of the Board shall replace them on the committee.

(2) After the Conciliation, the Executive Committee shall prepare a written report of its evaluation of the Conciliation and a recommendation (by majority vote, if consensus cannot be reached) whether the Director should be suspended or removed. This report must include the vote of each member of the committee and a personal statement explaining the basis for their decision. The report shall be completed within two weeks following the Conciliation, if that is reasonably possible.

(3) If the Executive committee recommends that the Director be removed from the Board, this recommendation must be approved by 2/3 of the participating voting Members voting at a meeting properly held within one month of the completion of the committee’s report. The affected Director shall be afforded a fair opportunity to appear before the Board and the Membership and present a statement in his/her defense. The Membership meeting to vote on the removal of a Director must be called for the purpose of considering removing the Director and the meeting notice must state that the purpose or one of the purposes of the meeting is a vote on the removal of the Director.

10. Meetings of the Board of Directors.

A. Annual Meeting. The Annual Meeting of the Board of Directors shall be held no later than four weeks following the Annual Meeting of the Membership. Notice of this meeting shall be included in the notice of the Annual Meeting of the Membership and sent to all Members of the Corporation.

B. Regular Meetings. The Board of Directors shall hold regular meetings at such times and places as the Board may establish. Notice must be given to each Director at least ten days and not more than fifty days before the date of each regular meeting. Notification may be by mail, email, telephone or in person. If not given personally, it shall be the address appearing on the record of members or such other address as may be filed with the Secretary of the Corporation. Directors may conduct a Regular Meeting by conference call if they are unable to attend physically. 

C. Waiver of Notice. Any Director may waive any notice required by 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.

D. Special Meetings and Emergency Meetings. Special meetings may be called by the President, by any three Directors, or—upon written request to the Chair—by 10% 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. At any Special or Emergency Meeting, at least three Directors must be present for any decisions made at the meeting to be binding. Directors may call into the meeting via conference call if they are unable to attend physically. 

11. Procedures for Meetings.

A. Open Meetings. All meetings of the Board of Directors shall be open to any person except when the Board has voted, during an open meeting, to go into executive session.

B. Executive Session. The Board may meet in executive session only upon the affirmative vote of two-thirds of its members present, a quorum having been established. 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. The vote shall be taken in the course of a public meeting and the result of the vote recorded in the minutes, except actions regarding the securing of real estate purchase options or contracts in accordance with paragraph b-2 below. Attendance in executive session shall be limited to the Directors and any persons whose presence is requested by the Board of Directors. Minutes shall not be taken of an executive session except to record the motion and vote on any action taken.  Prior to disclosure to any person other than a Director, such minutes shall be redacted by the Secretary in consultation with the President and the Chair to the extent necessary to prevent an unwarranted invasion of personal privacy or injury to the economic interests of the corporation.  Any dispute in this regard shall be resolved by the Executive Committee. The Board shall not hold an executive session except to consider one or more of the following matters.

(1) 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.

(2) Real estate purchase offers and the negotiating or securing of real estate purchase options or contracts.

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

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

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

(6) A clear and imminent peril to the public safety.

C. Quorum. At any meeting of the Board, a quorum shall consist of a majority of the Board of Directors, provided that at least one representative from each of the three categories of representatives is present. Directors may participate by telephone or video if they are unable to attend physically.

D. Decision-Making. The Board shall attempt to reach unanimous agreement on all decisions, which shall be formalized and memorialized in a motion made, seconded and carried by a majority of a quorum present. In the event that unanimous agreement cannot be achieved, a decision may be made by a majority of the Directors present and voting, except as otherwise provided in these Bylaws. Resolutions may not be passed through electronic or written consent. 

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

12. Duties of the Board of Directors.

A. Approve a written Annual Report to The Membership, and make this report available to all members. This report shall include a summary of the Corporation’s activities during the previous year, the Corporation’s most recent financial reports, and a list of all real estate held by the Corporation.

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

C. Select all officers of the Corporation.

D. 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.

E. Adopt and implement personnel policies providing for the hiring, supervision, and evaluation of employees.

F. Provide for the deposit of funds in accordance with Article XI of these Bylaws.

G. 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.

H. Acquire such parcels of land, with or without buildings and other improvements, 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.

I. Convey the right to use land, through leases or other limited conveyances, in accordance with the provisions of Articles V and VI of these Bylaws.

J. Provide notice of meetings, minutes and reports, as required by these Bylaws or otherwise required by the Membership.

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

L. Exercise, as appropriate, the Corporation’s option to repurchase (or arrange for the resale of) housing and other improvements on the Corporation’s land, or condominium units on which the corporation holds a purchase option.

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

N. Assure the sound management of the Corporation’s finances.

13. 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:

A. Appoint and discharge advisors and consultants.

B. 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 committee. No committee may take action on behalf of the Corporation except as authorized by the Board of Directors. Quorum of any committee shall consist of a majority of committee members, but must be at least three committee members. Ad-Hoc committees will be assigned by the Board from time to time to address specific matters. Beyond any additional ad hoc or standing committees which the Board may decide to create, there shall be the following standing committees with the following duties, in addition to any other matters that may be referred to them by the board:

(1) Executive Committee: The Executive Committee shall consist of the officers of the Board and the Chairs of each committee. The Chair of the Board shall serve as Chair. Except as otherwise provided by law or in these By-Laws, the Executive Committee shall have all the authority of the Board and may act on behalf of the Corporation in any matter when the Board of Directors is not in session, but the Committee shall not take final action on behalf of the Corporation unless it is reasonably necessary to the accomplishment of the purposes of the Corporation to take such action prior to the next meeting of the Board of Directors, and in that event the Committee shall report such action to the Board at its next meeting. Prior to the annual meeting of the Directors, the Executive Committee shall evaluate the performance of the Executive Director during the prior year and shall discuss such evaluation with him or her. At the annual meeting the Committee shall report to the Board on such evaluation.

(2) Finance and Investment Committee: The Finance and Investment Committee shall oversee and report regularly to the Board on the finances of the Corporation. It shall review the proposed budget for each fiscal year with the President and present appropriate recommendations to the Board. It shall review the Corporation’s investments and financial performance with the President and the Corporation’s investment advisor and make appropriate recommendations at each regular meeting of the Board.

(3) Nominating Committee: The Nominating Committee shall oversee the nomination process for Board Member elections in accordance with Article III, Section 3.

(4) Audit Committee: The Audit Committee shall be comprised solely of independent directors, that is, directors who have not been an employee or relative of an employee and have not received compensation from, or had a financial interest in, any entity that has made or received payments to or from the Corporation or an affiliate—all as further defined by Section 102 of the Not-for-Profit Corporation Law. Only independent directors may participate in any board or committee deliberations or voting relating to matters set forth in this paragraph. At least one member of the Committee shall be experienced in financial matters and in reviewing financial reports and statements.

The Audit Committee shall:

(A) oversee the accounting and financial reporting processes of the Corporation and the audit of its financial statements;

(B) annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any management letter with the independent auditor;

(C) review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;

(D) upon completion of the audit, review and discuss with the independent auditor: (i) any material risks and weaknesses in internal controls identified by the auditor; (ii) any restrictions on the scope of the auditor’s activities or access to requested information; (iii) any significant disagreements between the auditor and management; and (iv) the adequacy of the corporation’s accounting and financial reporting processes;

(E) annually consider the performance and independence of the independent auditor;

(F) report on the committee’s activities to the board;

(G) annually, and as needed, review and evaluate the Corporation’s ethics, conflict of interests and whistleblower policies, the conflict of interest statements filed by Directors and Officers and compliance with the conflict of interest policy, and identify and monitor any related party or conflict of interest transactions;

(H) annually review and evaluate the Corporation’s internal control policies and procedures and the Corporation’s compliance with such policies and procedures;

(I) monitor the Corporation’s federal and state tax and regulatory filings;

(J) conduct period reviews of compliance with requirements to maintain the Corporation’s tax-exempt status;

(K) recommend to the Board such actions, policies and procedures as it shall deem appropriate in relation to any of the above-listed subjects.

C. Call special meetings of the membership.

D. Exercise all other powers necessary to conduct the affairs and further the purposes of the Corporation in conformance with the Articles of Association and these Bylaws, including, without limitation, the power to authorize the Corporation to purchase real property, enter into contracts and other legal instruments and authorize the staff of the Corporation to execute such contracts and other legal instruments on behalf of the Corporation.

E. Approve the borrowing and lending of money as necessary to further the purposes of the Corporation and in accordance with paragraph XI-4 of these Bylaws.

14. Limitations on the Powers of the Board of Directors. The Directors shall not take action on any motion for the removal of Directors, sale of land, amendment of the Articles of Association or these Bylaws, amendment of the limited appreciation formula, disposition of assets in the event of dissolution or any other matter for which Membership approval is required by these Bylaws without the approval of the voting Membership, as provided in these Bylaws.

ARTICLE IV: OFFICERS

1. Designation. The officers of the Corporation shall include a President (Executive Director), a Chair, a Vice-President, a Treasurer, a Secretary, a Parliamentarian, a Sergeant of Arms, and a Chaplain.

2. Election. The Officers of the Corporation shall be elected by the Board of Directors, from among themselves, at the first Board meeting following the Annual Meeting. They shall take office immediately. Any vacancies occurring in any of these offices shall be filled by the Board for the unexpired term.

3. Tenure. The Officers shall hold office until their term expires or until they resign from the office (unless removed as hereinafter provided). Notification of resignation shall be provided to the secretary, in writing, at least 30 days in advance of the Director’s resignation. No Officer shall hold the same office for more than three successive one-year terms. No Officer shall hold more than one office at the same time.

4. Removal from Office. The officers shall serve at the pleasure of the Board of Directors and may be removed from office at any time by an affirmative vote of two thirds of the entire Board of Directors.

5. Duties of the Officers.

A. Duties of the Chair. The Chair shall:

(1) Preside at all meetings of the Board of Directors and of the Corporation or properly delegate such duty.

(2) Report on the affairs of the Corporation to the Membership at their Annual Meeting and at any other time they may require.

(3) Consult with the Officers of the Corporation regarding the fulfillment of their responsibilities.

(4) Perform such other duties as the Board of Directors may direct.

(5) Assure that an agenda is prepared for every meeting of the Membership and the Board of Directors.

(6) Give notice to any Director who has been absent from three consecutive regular meetings, as required by these Bylaws.

(7) Call special meetings of the Membership or Board of Directors when petitioned to do so in accordance with these Bylaws.

(8) Carry out duties assigned to the Chair regarding the removal of a Director.

(9) Perform such other duties as the Board of Directors may assign.

B. Duties of the Vice Chair. The Vice Chair shall:

(1) Perform all duties of the Chair in the event that the Chair is absent or unable to perform these duties.

(2) Perform those duties assigned to the Chair regarding the resignation or removal of a Director when the Chair is disqualified from performing these duties.

(3) Assure that up-to-date copies of these Bylaws (incorporating any duly approved amendments) are maintained by the Corporation; answer all questions from the Board regarding these Bylaws; and assure that all actions of the Membership and Board of Directors comply with these Bylaws.

(4) Assure that any and all committees established by the board of directors are constituted as the board has directed and meet as necessary and appropriate.

(5) Perform such other duties as the Board of Directors may assign.

C. Duties of the Secretary. The Secretary shall:

(1) Give notice of all meetings of the Membership and the Board of Directors in accordance with these Bylaws.

(2) Maintain a list of all Members of the Corporation, a list of their mailing addresses, and a list of their email addresses (if applicable).

(3) Keep the minutes at all meetings of the Membership and the Board in such manner as the Board directs, and provides copies of the minutes as required by these Bylaws.

(4) Confirm and record the status of motions and votes in meetings of the Membership or the Board.

(5) Perform such other duties as the Board of Directors may assign.

D. Duties of the Treasurer. The Treasurer shall:

(1) Maintain financial records of the Corporation in accordance with sound accounting practices.

(2) Deposit funds of the Corporation in the name of the Corporation in accordance with these Bylaws.

(3) Systematically and securely maintain all deeds, title papers, leases, and other documents establishing the Corporation’s interest in property and rights in particular matters.

(4) Collect all money owed to the Corporation, confirm that all gifts of money or property to the Corporation are duly received, and record all of these transactions.

(5) Disburse such funds as the Board of Directors may order or authorize to be disbursed.

(6) Prepare and present accurate financial reports (including balance sheets and revenue and expense statements) to the Board at the close of each quarter of each fiscal year.

(7) Prepare and file such reports and returns as may be required by various government agencies in a timely manner.

(8) Prepare and present an annual operating budget to the Board for its approval prior to the beginning of each fiscal year.

(9) Perform such other duties as the Board of Directors may assign.

E. Duties of the President. The President shall:

(1) Be the Chief Executive Officer of the Corporation.

(2) Conduct day-to-day operations of the Corporation.

(3) Manage the office and supervise all staff.

(4) Prepare proposed personnel policies for consideration by the Board of Directors and appoint staff to fill positions authorized by the Board.

(5) Work with the Treasurer to prepare and propose budgets.

(6) Work with the Treasurer to maintain accurate books and accounts of the financial transactions of the Corporation.

(7) Execute contracts in the name of the Corporation when authorized to do so by the Board.

(8) Report to and keep the Chair continuously informed of the affairs of the Corporation.

(9) Attend but not vote at meetings of the Board.

(10) Be subject to an annual review of the performance of the President by the Executive Committee.

(11) Perform such other duties as the Board of Directors may assign.

F. Duties of the Parliamentarian. The Parliamentarian shall:

(1) Assist the Vice-Chair in ensuring that all actions of the Membership and Board of Directors comply with these Bylaws.

(2) Provide information on Robert’s Rules of Order, and advise the Chair on procedural concerns, but shall not have the authority to rule on any issue. Directors of the Board may disregard the procedural advice of the Parliamentarian if they see fit.

(3) Perform such other duties as the Board of Directors may assign.

G. Duties of the Sergeant of Arms. The Sergeant of Arms shall:

(1) Arrange the physical set up of the meeting room, any necessary equipment for the meeting, and sign-in materials.

(2) Report to the Chair and maintain order and decorum in the meeting.

(3) Perform such other duties as the Board of Directors may assign.

H. Duties of the Chaplain. The Chaplain shall:

(1) Lead the Board of Directors and Membership in opening and closing prayers at all meetings and events.

(2) Energize the Board of Directors as necessary to maintain high morale.

ARTICLE V: CONFLICT OF INTEREST POLICY

1. Purpose. The purpose of this conflict of interest policy is to ensure that directors, officers, and key employees act in the best interests of the corporation and in compliance with the requirements of Sections 715 and 715-a of the Not-for-Profit Corporation Law.

2. Definition of a Conflict of Interest. A conflict of interest arises when a director, officer or key employee of the Corporation, or a close relative ((a) spouse or domestic partner, (b) parent, or (c) sibling, child, grandchild or spouse thereof) or business associate of such person, has a financial interest in, or a business, employment or fiduciary relationship with, an entity with which the Corporation has or is considering a transaction or arrangement.

3. Disclosure. Promptly upon learning of such a transaction or arrangement, a person having such interest or relationship (“interested person”) shall promptly disclose the material facts concerning such interest to the Audit Committee. Such disclosure may be made by written or electronic communication to the President, who shall refer it to the Audit Committee, or orally in a meeting of the Board of Directors or the Audit Committee, in which case it shall be recorded in the minutes of the meeting and, if made but not resolved in a meeting of the Board, referred to the Audit Committee.

4. Deliberation. The interested person may explain the circumstances of the conflict of interests to the Board, Audit Committee or other committee considering the matter giving rise to the conflict, but shall not be present at or participate in Board or committee deliberation or vote on the matter, and shall not attempt to influence the deliberation or vote on the matter.

5. Minutes. The existence and resolution of the conflict shall be documented in the minutes of the meeting at which the conflict was discussed or voted upon, or if there was no such meeting, by written report by the President or Chair of the Audit Committee to the Board of Directors, which report shall be recorded with the minutes of the next meeting of the Board.

6. Related Party Transaction. If a conflict of interest arises from a related party transaction, then the Board of Directors or Audit Committee shall:

A. Prior to entering into the transaction, consider alternatives to the extent available;

B. Approve the transaction by not less than a majority vote of the Directors or committee members present at the meeting; and

C. Contemporaneously document in writing (either in the text of or attached to the minutes of the meeting) the basis for the Board’s or the Committee’s approval, including its consideration of alternative transactions.

The Corporation shall not enter into any related party transaction unless the transaction is determined by the Board or Audit Committee to be fair, reasonable and in the Corporation’s best interest. A related party transaction means any transaction, agreement or any other arrangement in which a director, officer or key person of the Corporation or an affiliate, or a relative, or an entity in which such person or relative has a financial interest—all as further defined and limited by Section 102 of the Not-for-Profit Corporation Law.

7. Identification of Interests. Prior to the initial election of any director, officer or key employee, and annually thereafter, he or she shall complete, sign and submit to the Secretary of the Corporation a written statement identifying, to the best of his or her knowledge:

A. Any entity of which he or she is an officer, director trustee, member, owner (either as sole proprietor or partner) or employee and

B. Any entity with which the Corporation has a relationship, and any transaction in which he or she might have a conflicting interest.

8. Board Responsibility. The Board shall oversee the implementation of, and compliance with this conflict of interest policy to ensure that its directors, officers and key persons act in the Corporation’s best interest and comply with legal requirements.

ARTICLE VI: WHISTLEBLOWER POLICY

1. Retaliation. No director, officer, employee or volunteer of a corporation who in good faith reports any action or suspected action taken by or within the corporation that is illegal, fraudulent or in violation of any adopted policy of the corporation shall suffer intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence.

2. Violation of Policy. A director, officer, or employee who violates this policy shall be subject to discipline up to and including removal from office or termination of employment.

3. Reporting. A report of such action or suspected action may be made to the Executive Director, the Chair or Vice-Chair of the Board, or the Chair of the Audit Committee. If such action or suspected action involves the President, the report shall be made to the Chair or Vice-Chair of the Board or the Chair of the Audit Committee. The report shall preferably be made in writing or by email, but may be made orally. The report shall preferably be signed, but may be anonymous. The person receiving the report shall promptly refer it to the Audit Committee for consideration and such recommendation to the Board as may be appropriate. The report and identification of the person making the report shall be held in strict confidence by the officers and members of the Board, except as may be required by law.

4. Administration. The Executive Director is designated to administer this policy and to report to the Audit Committee on all matters affecting the implementation, but shall not participate in any Board or Audit Committee deliberations or voting relating to the administration of this whistleblower policy.

5. Policy Distribution. A copy of this whistleblower policy shall be distributed to all directors, officers, employees and volunteers.

6. Other Reporting. This policy is in addition to all incident reporting and other reporting requirements imposed by law, and shall not affect the duty of the Corporation and its officers and employees to comply with all such requirements.

7. Oversight. The Board shall oversee the implementation of, and compliance with this whistleblower policy to protect from retaliation persons who report suspected improper conduct.

ARTICLE VII: STEWARDSHIP OF LAND

1. Principles of Land Use. The Board of Directors shall oversee the use of land owned by the Corporation and shall convey the right to use such land so as to facilitate access to land and affordable housing by low and moderate income people. In so doing, the Board shall be guided by the following principles:

A. The Board shall consider the needs of potential lessees and shall attempt to effect a just distribution of land use rights.

B. The Board shall convey land use rights on terms that will preserve affordable access to land and housing for future low and moderate income residents of the community.

C. The Board shall convey land use rights on terms that will preserve affordable access to commercial space with preference to businesses that are locally-owned and reflect the demographics of the community.

D. The Board shall convey land use rights in a manner that will promote the long-term well-being of the community and the long-term health of the environment.

2. Encumbrance of Land. The decision to mortgage or otherwise encumber land owned by the Corporation shall require the approval of the Board of Directors. Any such encumbrance shall be subordinated to any ground leases relating to such land.

3. Sale of Land. The sale of land shall be sold only in accordance with the following guidelines.

A. A parcel of land may be sold pursuant to a resolution adopted by an affirmative vote by at least two thirds of the entire Board of Directors at a regular or special Board meeting, provided that (i) the Corporation has owned the parcel for no more than sixty (60) days at the time the vote is taken, (ii) the parcel is not leased to any party, and (iii) the resolution states that the location or character of the parcel is determined to be such that the charitable purposes of the Corporation are best served by selling the land and applying the proceeds to the support of other activities serving those purposes.

B. In all other circumstances a parcel of land may be sold only with:

(1) An affirmative vote by at least two thirds of the entire Board of Directors at a regular or special Board meeting, provided that written notice of such meeting has described the proposed sale and the reasons for the proposal; and

(2) The approval of 75% of the Regular Members present at a regular or special Membership Meeting, a quorum being assembled, provided that written notice of such meeting has described the proposed sale and the reasons for the proposal. The notice of the proposed sale must be given to all Members at least two weeks in advance of the meeting at which a decision is to be made. During the meeting but prior to the Membership vote, leaseholders of the land to be sold must also have an opportunity to make a statement in front of the Membership. Notice of this opportunity must be given to leaseholders of the land to be sold at least two weeks in advance of the meeting at which a decision is to be made.

C. If any of the Corporation’s land is to be sold to any person or entity other than a not-for-profit corporation or public agency sharing the purposes of the CLT, any ground lessees on that land shall have the opportunity to exercise a right of first refusal to purchase the land that they have been leasing from the CLT.

ARTICLE VIII: OWNERSHIP OF HOUSING AND OTHER IMPROVEMENTS LOCATED ON THE CORPORATION’S LAND, AND LIMITATIONS ON RESALE

1. Ownership of Housing and Improvements on the Corporation’s Land. In accordance with the purposes of the Corporation, the Board of Directors shall take appropriate measures to promote and facilitate the ownership of housing and other improvements on the Corporation’s land by low and moderate income people. These measures may include, but are not limited to, provisions for the sale of housing to such people; provisions for financing the acquisition of housing by such people, including direct loans by the Corporation; and provision for grants or other subsidies that will lower the cost of housing for such people.

2. Preservation of Affordability. It is a purpose of the Corporation to preserve the affordability of housing and other improvements for low and moderate income people in the future. Accordingly, when land is leased for such purpose, the Board of Directors shall assure that, as a condition of the lease, housing on the land may be resold only to the Corporation or to another low and moderate income person and only for a price limited by a “resale formula” as described in Section 3 below. However, notwithstanding the foregoing, the Board of Directors may choose, for reasons consistent with the charitable purposes of the Corporation, to lease certain parcels of land for uses that do not require continued affordability for low and moderate income people, and in such cases the resale restrictions described above shall not be required as a condition of the lease.

3. The Resale Formula. Whenever its purpose is to preserve affordability, the Corporation shall restrict the price that ground lessees may receive when they sell housing and other improvements located on the land that is leased to them by the Corporation. The same policy shall be applied in the case of condominium units stewarded by the Corporation, regardless of whether the land is owned by the Corporation. A policy establishing such restrictions in the form of a “resale formula” shall be adopted by the Board of Directors of the Corporation, in accordance with the following principles:

A. To the extent that it is feasible, the formula shall allow the seller to receive a price based on the value that the seller has actually invested in the property being sold.

B. To the extent that it is feasible, the formula shall limit the price of the property to an amount that will be affordable for other low and moderate income people at the time of the transfer of ownership.

4. Procedures for Adoption of the Resale Formula. The adoption of the resale formula shall require an affirmative vote by at least two thirds of the entire Board of Directors at any regular or special Board meeting, provided that written notice of such meeting has set forth the proposed formula with an explanation thereof.

5. Procedures for Altering the Resale Formula. The consistent long-term application of a resale formula is essential to the purposes of the Corporation. Accordingly, the resale formula shall not be altered unless the Board of Directors and Regular Members of the Corporation determine that the current formula presents an obstacle to the achievement of the purposes of the Corporation. The process is as follows:

A. Any discussion by the Board of Directors relative to amending the resale formula shall be noted as an agenda item and each Director shall receive ten (10) days’ notice of the Board meeting at which this item is scheduled for discussion.

B. Any motion by a Director to amend the resale formula shall be made only after two-thirds of the Board of Directors, a quorum having been established, find that the current formula may be detrimental to the mutually-held purposes of the Corporation, its Members, and lessees as established by these Bylaws, including this Article.

C. If two-thirds of the Board of Directors finds that the current resale formula may be detrimental to the mutually-held purposes of the Corporation, its Members, and lessees the Board may propose and vote on a specific amendment to the current resale formula which addresses the Board’s concerns. Any such amendment must be adopted by a vote of two-thirds of the Board of Directors. If the amendment is adopted by the Board, the Board shall then call a Special Meeting of the Membership for the sole purpose of voting on the Board’s action to amend the resale formula. An affirmative vote of at least two-thirds of the voting Members present at the Special Membership meeting, a quorum having been established, is required to amend the resale formula. Any such amendment shall not affect or impair any agreement involving a resale formula which is in effect on the date of the Amendment.

ARTICLE IX: AMENDMENTS

The Certificate of Incorporation may be amended and these Bylaws may be amended or may be repealed and new Bylaws adopted only by both:

1. An affirmative vote by two thirds of the entire Board of Directors at any regular or special Board meeting, provided that written notice of such meeting has set forth the proposed amendment or replacement, with appropriate explanations thereof; and

2. An affirmative vote by two thirds of the Regular Members present at any regular or special Membership meeting, a quorum being assembled, provided that written notice of such meeting has set forth the proposed amendment or replacement, with appropriate explanations thereof at least two weeks prior to the meeting.

ARTICLE X: DISSOLUTION

A decision to dissolve the Corporation and to distribute the Corporation’s assets in a particular manner in accordance with the Articles of Incorporation shall require:

1. An affirmative vote by two thirds of the entire Board of Directors at any regular or special Board meeting, provided that written notice of such meeting has included a full description of a proposed plan of dissolution; and

2. An affirmative vote by 75% of the Regular Members present at a regular or special Membership meeting, a quorum being assembled, provided that written notice of such meeting, including a full description of the proposed plan of dissolution, has been given to all Members of the Corporation no later than one month prior to the meeting.

ARTICLE XI: MISCELLANEOUS PROVISIONS

1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year, and shall end on December 31 of each year.

2. Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Board of Directors from time to time may determine.

3. Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board of Directors from time to time may determine. The Executive Director may disburse checks for $5,000 or less on behalf of the Corporation without authorization by the Board of Directors.

4. Loans. No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, except as authorized by the Board of Directors. Any such authorization shall relate to specific transactions. No loans on behalf of the Corporation shall be made to directors or employees.

5. Contracts. Any officer or agent of the Corporation specifically authorized by the Board of Directors may, on behalf of the Corporation, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors. Without the express and specific authorization of the Board of Directors, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of the Corporation.

6. Indemnification. Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorneys’ fees and disbursements, incurred by him or her (or his or her heirs, executors, or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his or her duties.

ARTICLE XII: INITIAL MEMBERSHIP AND BOARD, ADOPTION OF BYLAWS, FIRST ANNUAL MEETING

1. Initial Membership. The Initial Members empowered to vote at the first annual meeting shall be those persons 18 years of age or older who have attended at least one of the organizational meetings held between May 1, 2017, at the time of the First Annual Meeting, as recorded in the minutes of these meetings, and who have been enrolled as members through the determined application process.

2. Initial Board of Directors. The Initial Board of Directors shall be as stated in the Certificate of Incorporation. The Initial Board, after approving these Bylaws, shall call the first Annual Meeting of the Membership, and shall serve until the first elected Board of Directors has been seated upon the completion of the First Annual Meeting.

3. Adoption of Bylaws. Adoption of these Bylaws as the Bylaws of the Corporation shall require:

A. Approval by a majority of the Initial Board of Directors prior to the First Annual Meeting; and

B. Ratification by two thirds of the Initial Members present and voting at the First Annual Meeting.

4. Nomination of Directors to Be Elected at First Annual Meeting. In consultation with the Initial Members, the Initial Board of Directors shall nominate a slate of nine candidates, and shall designate three of these candidates as candidates for “Lessee Representatives,” three as candidates for “General Representatives,” and three as candidates for “Public Representatives.” Additional nominations for any of the three categories of representatives may be made by any Initial Member from the floor at the First Annual Meeting.

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