National Association of Housing Cooperatives, Inc. as amended through November 12, 2011
Article I: Purpose and Program
Purpose of the Corporation
1. To promote through research, education, forums, and other appropriate means, the development of housing cooperatives.
2. To establish standards for the operation of housing cooperatives, which will assure maximum long-term benefits to their owner-occupants.
3. To develop programs and services to benefit, strengthen and improve its member organizations and housing cooperatives.
4. To promote the development of other self-help activities among the members of housing cooperatives.
5. To act as a clearing house for the exchange of information between housing cooperatives.
6. To formulate programs in the common interest of consumers in housing matters.
7. To speak and act in the name of, and on behalf of its member organizations and for their mutual aid on matters affecting housing for consumers and to assure that cooperative housing makes the maximum contribution to the overall problem of housing, in the United States.
8. To encourage, assist, and support the development and maintenance of strong regional, state and special purpose housing cooperative associations, and further, to encourage membership in the appropriate associations by qualified housing cooperatives.
9. To promote the highest ethics in the development and, management of cooperative housing.
Programs of the Corporation
1. Publication and distribution of information to carry out the purposes of the Corporation.
2. Formulation, recommendation and implementation of programs to carry out the purposes of the Corporation.
3. Conduct of meetings, conferences, institutes and workshops for the members, directors and managers of housing cooperatives.
4. Research and promote services on specific aspects of the housing problem to benefit members and the general public.
5. Technical information and assistance to housing cooperatives and groups interested in the formation of housing cooperatives.
6. Facilities for the information between members and for developing programs of mutual benefit.
Article II: Principles and Standard Operating Practices
All housing cooperatives and all associations of housing cooperatives which subscribe to and practice, or whose member cooperatives subscribe to and practice the Ideal Standards, Principles and Standard Operating Practices described in this Article shall be eligible for membership in the National Association of Housing Cooperatives. Principles for Cooperative Housing Corporations and Associations Purposes
The primary purpose of a cooperative housing corporation and Association is to provide its members with good housing under their mutual ownership, or control, at costs they can afford.
A second purpose is to enable people, through experience, to learn the responsibilities and advantages of cooperative home ownership and the benefits and values of cooperation in other activities.
By mutual effort it is possible for people organized as groups of consumers to pool their resources and provide themselves with good housing through non-profit, non-speculative cooperatives. Housing cooperatives which are members of this Corporation should adhere to and practice the following:
1. Open, membership without restriction as provided by law.
2. Democratic control by member owner-occupants.
3. Limited or no interest on investment.
4. Savings returned to members in proportion to their patronage.
5. Regular audited reports available to members.
6. Non-partisan in politics and non-sectarian in religion.
7. Constant education and membership activity.
8. Expansion of the idea of cooperation in other fields of endeavor, and the maintenance of facilities for use and occupancy of members.
Standard Operating Practices
It is recognized that housing cooperatives operate under different laws in different jurisdictions which to some extent determine their operating procedures. However, housing cooperatives operating should operate as far as possible under the following standard operating practices.
1. Housing cooperatives are designed for owner occupancy; however, under special circumstances where the cooperative does allow a member to sub-lease his unit, the amount of payment and the length of the sub-lease agreement would be determined by the cooperative.
2. Democratic control can take many forms including one member/one vote, proportional or patronage voting, or any other method as required or permitted by the state law under which the cooperative was formed that results in effective control by members directly or through their elected representatives.
3. The cooperative will maintain adequate reserves to protect the corporation and the members’ equity investment.
4. Interest shall not be paid on cooperator’s equity investments. Limited amounts of interest may be paid on other investments made in the cooperative.
5. The cooperative will provide adequate services commensurate with the objective of maintaining the lowest possible carrying charges. When additional savings are possible they may be paid to the members in form of a patronage refund or otherwise used for the benefit of the membership.
6. The cooperative will keep its members informed on progress and problems of the corporation. News and information bulletins and special meetings should be a part of a continuing educational program.
7. Members should be encouraged to utilize their resources to the fullest possible extent to achieve the purposes of the cooperative. In addition, members should be encouraged to use the cooperative principles to meet other economic and social needs.
8. The cooperative shall have a first option, but not an obligation, to purchase the membership of retiring members.
Article III: Membership
Section I. There shall be three classes of membership admitted in accordance with these Bylaws and such rules and requirements as may be prescribed by the Board.
A. Regular Members shall be housing cooperatives.
B. Association Members shall be Association members of housing cooperatives, organized on a state, regional or special purpose basis, representing at least two cooperative housing corporations that have separate boards of directors and complying with the policy on Associations as set by the Corporation. Association members may include among their membership, in addition to housing cooperatives, other owner-occupied multi-family residential entities, not in excess of 10% of its total votes.
C. Other Members shall be any person, firm or organization which subscribes to the purposes of the Corporation and desires to support its work, but which is ineligible for membership under (A) or (B) above. The Board may designate subcategories of Other Members for the purpose of establishing dues rates.
Section 2. Any qualified applicant shall be accepted for membership upon proper application and the payment of member dues. The Executive Committee shall determine the qualification and proper category of membership for all applicants, and may delegate, by Resolution, this determination to the Executive Director. The intended denial of an application for membership shall be reported to the Board of Directors for its review, consideration, and action, as deemed necessary. The Board of Directors may alter the decision of the Executive Committee, or the Executive Director, by a simple majority vote of directors present and voting, once the applicant has been presented with an opportunity to be heard on the stated concern.
Section 3. All housing cooperatives serviced by an Association of Housing Cooperatives should be members of said Association, and should be represented by that Association. However, the Association, or the Corporation, may grant a waiver if a cooperative cannot be reasonably serviced by the Association, or for other reasons deemed appropriate. If such a waiver is granted, the otherwise qualified housing cooperative shall be eligible for membership as a regular member of the Corporation. In any instance where a jurisdictional dispute should arise it shall be settled by a two-thirds vote of the Corporation’s Board of Directors after all parties to said dispute have been heard.
Section 4. Upon resolution of two-thirds of Directors present and voting at any meeting of the Board of Directors, any member of the corporation may be suspended or expelled for just cause, provided that such member be given the opportunity for a hearing-upon request before suspension or expulsion.
Section 5. The rights of membership (except as provided for in Article V below) shall be personal and shall not be transferred or assigned. The rights of membership claimed through affiliation with an Association member may be claimed only by members and/or employees of a housing cooperative represented by the Association or by employees of the Association.
Section 6. A member may withdraw from this Corporation by presenting resignation in writing to the Board of Directors.
Article IV: Dues and Obligations of Members
Section 1. Members shall pay dues as shall from time to time be determined by the Board of Directors, provided that dues shall be fair and equitable for each class of membership.
Section 2. Recognizing that services provided by Associations to their members, which might otherwise have to be provided by the Corporation, dues paid through Associations will be on a declining formula, based on member families. Every attempt will be made to set dues in a timely manner to allow Association Members to:
(1) bill and collect NAHC dues from their members;
(2) ascertain the dues payable to NAHC based on the declining formula in effect, and;
(3) forward such dues along with the names or designation and number of units per cooperative justifying such dues payment to the corporation to meet the dues payment schedule of the Corporation. Names or designation and total number of units per cooperative is part of any dues payment.
Section 3. Members which fail to pay their dues within (30) days after the beginning of the membership year, provided proper billing has been mailed to the member’s post office address appearing on the books of the Corporation, shall be notified by the Secretary and if payment is not made within the next thirty (30) days, shall be automatically suspended. When an Association Member is suspended, the housing cooperative members of the Association shall be so notified.
Section 4. Members who have been suspended may be automatically reinstated up to twenty-one (21) calendar days prior to the Annual Meeting of the Corporation’s members, by payment of total dues owed, and any administrative charges imposed by the Board of Directors and, for Association Members, forwarding to the Corporation the required information on membership and family units attendant thereto.
Article V: Meetings of Members
For the purposes of this Article, the term “Members” shall mean Regular, Association, or Other Members.
Section I. Written notice of the time and place of every Meeting of the Members shall be delivered personally or sent by mail, e-mail, or facsimile at least ten (10) days previous thereto to each member’s mail or e-mail address or facsimile number appearing on the books of the Corporation, unless the Member shall have filed with the Secretary of the Corporation a written request that notices intended for the member be mailed to some other address as designated in such request. Meetings may be held without notice if all members are present thereat, or if notice is waived by all those not present.
Section 2. Members representing thirty-five percent (35%) of the total eligible votes at the Annual Meeting based upon current dues paid shall, except as otherwise provided by law, constitute a quorum at all Meetings of the Members. If there be no such quorum, a majority of the members so present may adjourn the meeting from time to time without further notice thereof until, with subsequent notice in accordance with Section 1 of Article V, a quorum shall have been obtained.
Section 3. Meetings of the Members shall be presided over by the President or in the President’s absence, by a Vice President beginning with the Executive Vice President, or if neither the President nor a Vice President is present, by the Secretary, or if none of the foregoing is present, by a Chairman chosen at the meeting. The Secretary of the Corporation shall act as secretary of the meeting if present. In the absence of the Secretary, the Chairman of the meeting shall designate a person to act as Secretary thereof. A Credentials Committee shall be appointed by the Chairman to certify delegates and voting strength, and eligibility of candidates for the Board of Directors.
Section 4. All meetings shall be conducted according to the current edition of Robert’s Rules of Order. The items of business and procedure at the Annual Meeting and at other meetings of the Corporation, as far as applicable shall include: (1) determination of a quorum;
(2) reading and disposal of minutes of last meeting; (3) reports of officers, directors and committees; (4) election of directors; (5) appointment of directors by Association Members; (6) completion of unfinished business; (7) transaction of new business; and (8) adjournment.
Except as otherwise required, all questions shall be decided on the basis of those present and voting. On all matters which are tallied, the vote count will be tallied and recorded to include the method of voting, and the result and tally shall be announced by the presiding officer and included in the minutes.
Section 5. Except for the limits contained in this section, at all meetings of the Corporation, each Regular Member shall have one vote for each member family or household for which it has paid dues, and each Association Member shall have the cumulative number of votes which its member cooperatives and other owner-occupied multi-family residential entities for whom it has paid dues would have if they were Regular Members. Where a Regular Member has paid additional dues as a member of the Association, and is present to exercise its voting rights, one of the following shall happen: its member households shall be represented only through their Regular Membership and no votes shall be allocated on behalf of such member households to the Association(s) of which they are also members or if and only if the Regular Member has so notified the Credentials Committee in writing, the member households shall be represented only through their designated Association. NAHC Other Members shall have one (1) vote.
All reasonable care will be taken by the Corporation to assure that all members shall have their full voting rights, but in no instances shall any Regular Member exercise more than ten percent (10%) nor Member Association be authorized to vote any more than eighteen percent (18%) of those votes present.
Each member shall be entitled to designate delegates to the membership meeting of the Corporation in a number not to exceed the number of votes to which each member shall be certified at the membership meeting. Each delegate shall be a member of the Cooperative Housing Corporation or Association represented and shall have the right to exercise the vote(s) due the member. A delegate may not vote by proxy.
Section 6. Delegates and voting strength at the Annual and other Meetings of the Members shall be certified by a Credentials Committee, based upon the current active membership list as of (no later than) fifteen (15) days prior to such meeting, and approved by the membership as the first order of business at each Annual and other Meeting of the Members. Upon request for a roll call vote, a representative of each member shall respond with the vote of the organization.
Article VI: Board of Directors
Section 1. The affairs of the corporation shall be managed by the Board of Directors. Directors shall be members or representatives of members, who for purposes of these Bylaws are considered members.
Section 2. The Board of Directors shall consist of: (1) fifteen (15) directors to be elected by the members for three (3) year terms, with five (5) to be elected each year; plus (2) as many additional directors as shall be appointed under Section 4 below.
Section 3. At each Annual Meeting, five (5) directors shall be elected for a three (3) year term.
Section 4. In addition to the directors elected under Section 3, each Association Member representing at least five (5) housing cooperatives and 600 member families shall appoint; (1) one director for its first six hundred (600) families and (2) and one additional director for the next two thousand (2,000) of its member families for whom it has paid dues, and (3) one additional director for the next five thousand (5,000) member families for whom it has paid dues, and (4) one additional director for the next ten thousand (10,000) of its member families for whom it has paid dues. Directors so appointed shall serve one year terms. No Association Member shall have more than four (4) appointed directors. Resignations or vacancies in positions of appointed directors shall be filled by the Association Member which made the original appointment. The Association Member appointed directors shall be automatically confirmed after the election of directors at each Annual Meeting and the replacement authorized of any such appointed director for the balance of their term by said Association Member for proper representation
Each appointed director shall be either (a) a member or officer of the governing body or an employee of the appointing Association Member, or (b) a member or officer of the governing body or an employee of a housing cooperative for which the appointing Association Member has currently paid dues. The eligibility of the appointed director shall be certified in writing, at the time of appointment, by the appointing Association Member.
Section 5. To be eligible to be elected to the Board of Directors, any candidate must:
(1) Be a representative of a cooperative which is a Regular Member directly; or
(2) Be a representative of a cooperative which is a Member through an Association; or
(3) Be an Other Member or a designated representative of an Other Member.
(4) File a nominating petition with the Associations’ Credentials Committee by 5:00 PM two days prior to the Annual Meeting.
(5) Be certified as eligible by the Credentials Committee. Further, the Association shall sponsor a candidate’s forum at a convenient time prior to the Annual Meeting and after petitions are to be turned in, and any candidate for the Board should attend said forum. The above criteria shall not preclude a member from being a candidate who could not be present at the Annual Meeting. Petitions and attendance at the candidate forum can be accomplished by another member representing the absent member.
Section 6. One-third of the directors then holding office, but in no event less than ten (10) shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors a quorum shall not be present, a majority of those present may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained.
Section 7. Except as otherwise provided for in these Bylaws, any vacancy in the elected members of the Board of Directors, arising from any cause may be filled by the remaining directors or the Executive Committee, and the person so chosen shall hold office until the next Annual Meeting at which a director shall be elected to fill the remainder of such unexpired term if any.
Section 8. There shall be an Executive Committee to establish general practices for the regular operation of the Corporation, conduct routine affairs of the Corporation, and exercise the powers and perform all of the duties of the Board of Directors, including the filling of vacancies between meetings of the Board of Directors. Any action of the Executive Committee shall be considered adopted if it receives a simple majority of the members present and voting.
Section 9. The Executive Committee shall consist of the elected officers of the Corporation and such other directors as may be elected at a regular meeting of the Board of Directors. The number of additional directors on the Executive Committee shall not exceed four, and will be set at the first meeting of the Board following the Annual Meeting each year. Members of the Board of Directors may attend meetings of the Executive Committee, and may speak at such meetings when recognized by the Chair. Minutes of Executive Committee meetings, including conference call Executive Committee meetings, shall be distributed to members of the Board of Directors at the next Board of Directors meeting following the Executive Committee meeting.
Section 10. A quorum of a meeting of the Executive Committee shall consist of a simple majority of the members of the Committee.
Section 11. Meetings of the Board of Directors shall be held at such place, within or without the District of Columbia as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such time as may be fixed by resolution of the Board of Directors. Special meetings may be held at any time on call of the President or upon request of any five directors by oral or written notice duly served, or sent by mail, e-mail, or facsimile to each director no less than ten (10) days before each meeting. Meetings may be held at any time without notice if all directors are present, or if all those not present waive notice in writing, either before or after such meeting. There shall be a minimum of two meetings of the Board of Directors annually.
Section 12. Meetings of the Executive Committee shall be held in accordance with the provision of Section 8 of Article VI except that a special meeting may be held any time on call of the President, or on request of any two members of the Executive Committee, provided that one (1) business day’s notice has been given.
Section 13. The Board of Directors, or Executive Committee, by resolution of a majority of the whole, may designate one or more committees. Such committee or committees shall have such name or names as may be determined from time to time by resolution of the Board of Directors or Executive Committee. Each such committee may meet at stated times, or upon call of its Chairman. The Committees shall keep regular minutes of their proceedings and report the same to the Board of Directors or Executive Committee when required. Committees may vote on any advisory action of the Committee outside of the Committee meeting by mail, email or facsimile. Those committees so authorized in said resolution or resolutions, which have the powers of the Board of Directors in the management of the affairs and property of the Corporation, may authorize the use of the seal of the Corporation and shall consist of three or more of the directors. Other committees shall be chaired by a board member and shall consist of other board members and/or individual members of the Corporation or of the Corporation’s members.
Section 14. Any director may resign at any time giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed by a two-thirds majority of the Board of Directors present and voting for cause, provided that the director is given written notice of the proposed removal and the opportunity to respond: “Cause” shall be limited to:
a) failure to attend two or more consecutive board meetings without acceptable excuse;
b) the failure of the director, or the Regular Member or Association Member which the director represents, to pay dues in a timely fashion; or
c) intentionally filing a false statement required under Article VIII.
Association Members shall be informed of the absences of their appointed directors, when a director has been absent for two consecutive meetings of the Board.
Section 15. There shall be no alternates and no proxy voting at meetings of the Board of Directors or Executive Committee.
Article VII: Officers
Section 1. The Board of Directors as soon as may be possible after the Annual Meeting in each year, shall choose from among its own number: a Chairman of the Board, a President, an Executive Vice President, a Secretary, a Treasurer, an Executive Committee, and such other officers as the Board shall deem advisable. Each Association Member may designate one of its appointed directors as a Vice President. Any two of the aforesaid offices may be filled by the same person, except that the offices of President and Executive Vice President may not be filled by the same individual. The Board may also designate an Executive Director, who may or may not be a member of the Board.
Section 2. The term of office of all officers shall be one (1) year, or until their respective successors are duly elected, but any officer maybe removed from office at any time by the affirmative vote of a majority of the directors then in office. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section 3. The Chairman of the Board shall preside over meetings of the Board of Directors. Further, the Chairman shall appoint the chair and members of committees established by the Board. In the chair’s absence, these duties will be undertaken by the President or the President’s successor under the succession noted in Section 5 of this article.
Section 4. The President shall be the Chief Executive Officer of the Corporation, and shall have, subject to the control of the Board of Directors, general management responsibilities for the affairs of the Corporation and perform all other duties incident to the office. The President shall preside at all meetings of the members and Executive Committee.
Section 5. The Executive Vice President shall perform the duties of the President in the absence of the President, the inability of the President to act, or in the case of a vacancy in the office of President.
Section 6. The Secretary shall keep the minutes of the Meetings of Members and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law. The Secretary shall be custodian of the records, books, reports, statements, certificates, and other documents, as well as the seal of the Corporation; all of which will be maintained in the offices of the Corporation. The Secretary shall direct that the Corporate Seal be affixed to all documents requiring such seal, and in general the Secretary shall perform all duties and possess all authority incident to the office of the Secretary.
Section 7. The Treasurer shall be the Corporation’s Chief Financial Officer. The Treasurer shall be responsible for the care and custody of the funds and securities of the Corporation, and shall cause them to be deposited into such banks or trust companies as the Board of Directors may determine. The Treasurer shall be the primary financial adviser to the Board of Directors, and shall perform such other duties and have all authority incident of the office of the Treasurer.
Section 8. Vice Presidents, appointed by each Member Association as soon as possible after the Annual Meeting each year, shall serve as the liaisons between the Member Associations and the Corporation and Board of Directors.
Section 9. The Executive Director shall be, subject to the instructions of the President, the Chief Administrative Officer of the Corporation, and shall supervise the daily work undertaken by the Corporation.
Section 10. Each officer of the Corporation shall perform such other duties as may be assigned by the Board of Directors.
Article VIII: Conflicts of Interest and Contracts
Section 1. Conflict of Interest Policy. The Board of Directors shall adopt and may, from time to time, modify, a Conflict of Interest Policy which shall apply to all Directors, Officers, Employees and Volunteers (the Insiders). The policy shall define conditions which may create conflicts of interest and require disclosure.
Section 2. Disclosure. Upon election or appointment to an Insider position, but no later than thirty (30) days thereafter, or no later than 30 days after at is created, all Insiders shall disclose conditions which may pose conflicts of interest by signing a board approved disclosure statement. Disclosure statements shall be available to any director or member of the Association on request. When any matter comes before the Board or any committee of the Board in which an Insider has a conflict of interest, that interest shall be immediately disclosed to the Board or Committee.
Section 3. Voting. No Insider shall vote on any matter in which he or she has a conflict of interest.
Section 4. Non-Participation. The Board may, by majority vote, ask any director who has a conflict of interest in a matter not to participate, or to leave the room in which discussion is carried on, provided however that the interested director may participate in any discussion regarding his or her exclusion.
Section 5. Resignation. No individual who has an actual conflict of interest shall be required to resign his or her position with NAHC merely because of the existence of a conflict. However, the Board of Directors (excluding the affected Insider) may make a fair and full evaluation of all facts pertaining to the conflict of interest to determine its extent. If the remaining members of the Board of Directors make a determination, by majority vote, or, in the ease of a director, a majority of the entire Board (excluding the affected Insider), that the nature and extent of the conflict of interest is so substantial and of such a continuing nature that it would be impossible for the Insider to discharge the duties of his or her office with the requisite degree of loyalty and integrity, then the Board of Directors may require the resignation of the Insider who is subject to the conflict of interest.
Section 6. Contract Review Committee. At its first meeting each year, the Board shall elect no less than three (3), but no more than five (5) persons to the Contract Review Committee, composed entirely of directors who have not and do not anticipate contracting for financial gain with the Association. This Committee shall review, solely for the purpose of preventing conflict of interest or the appearance of such conflict, any proposed contracts for provision of professional services in which a director, officer or employee is a potential recipient of payment or benefit, other than in their capacity as such, regardless of amount. All decisions of the Contract Review Committee shall be final unless and until overridden by the Board of Directors.
Section 7. Failure to Comply. Failure to comply with the provisions of Article VIII shall disqualify a member from sitting in any Insider position, including as an elected or appointed director.
Article IX: Amendments
The Bylaws of the Corporation may be amended by a majority of the members present and voting at any Meeting of the Members, provided that notice of the proposed amendment or amendments has been given not less than 30 days before such meeting. No amendment proposed by the Board shall take effect unless and until approved by the members at a Meeting of the Members.
Board of Directors Code of Ethics
All NAHC Board Members must adhere to the six articles of the Code of Ethics. For more information or to download the full Code of Ethics, click here.
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