At the October 22, 2024 annual meeting at First Parish Church in Arlington, the HCA general membership will vote on a set of proposed updates to the HCA Bylaws.

The Bylaws are the documents that say how HCA must be governed.

Below is the text of the proposed bylaw language that HCA members will vote on during the annual meeting. This language is proposed to replace our existing HCA Bylaws.

BY-LAWS

HOUSING CORPORATION OF ARLINGTON

(revised and adopted MONTH, DATE, YEAR)

Article I – The Corporation

The name by which the Corporation shall be known is Housing Corporation of Arlington (which shall hereinafter be referred to as the “Corporation”).

Purpose. The Corporation is a nonprofit organization incorporated under Chapter 180 of the General Laws of the Commonwealth of Massachusetts and its purpose shall be to acquire, develop, improve, sell, manage, mortgage, remortgage and lease decent, affordable housing in the Town of Arlington for low- and moderate-income families and to provide other social and civic services to benefit low-and moderate-income members of

Article II — Membership

Power of Members. Members of the Corporation may vote on the Board of Directors, vote to elect the Treasurer and Clerk, and vote on changes to the Corporation bylaws. Only Members shall have these powers.

Selection of Any person who agrees with and supports the purpose and mission of the Corporation, and who pays the dues established by the Directors, as described in Section 5 hereof, or who is a tenant of housing owned by Housing Corporation of Arlington in good standing or with no more than one month of rent in arrears, shall be a Member of the Corporation.

Membership There shall be one class of Members.

Termination of Any Member of the Corporation may resign by filing his or her resignation in writing with the Directors or with the Clerk of the Corporation, and any Member may be removed from membership for any reason by vote of the Directors at any meeting of the Board of Directors duly held, provided that notice of such action is set forth clearly in a written notice mailed or emailed to all Directors not less than seven days prior to the date of such meeting. A vote of not less than two-thirds of the Directors then in office shall be necessary for the removal of any member.

The Directors may from time to time establish dues to be paid by Members as a condition of membership. Such dues shall be set at an amount which will not discourage membership due to financial hardship.

Article III — Sponsors, Benefactors, Advisors and Friends of the Corporation.

The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

Article IV – Meeting of Voting Members

Place of Meetings of Members shall be held in Massachusetts, unless otherwise determined by the Directors.

Annual An annual meeting of the Members of the Corporation shall be held annually during the 4^th quarter of the calendar year or at such date, time and place as the Directors shall determine.

Special Special meetings of the Members may be called by the Clerk, or in the case of death, absence, incapacity, or refusal of the Clerk, by any other Officer, upon written request by three or more Members stating the time, place and purpose of the meeting.

Notice of A written notice of every meeting of Members, stating the place, day and hour thereof, and the purpose for which the meeting is called shall be given by the Clerk or other person calling the meeting at least seven days before the meeting, to each Member. Written notice shall be by US Mail, or by e- mail.

Quorum of At any meeting of the Members the lesser of twenty-five Members or one-fourth of the membership shall constitute a quorum. The vote of a majority of the votes cast, with a quorum present shall be sufficient to transact business unless otherwise provided by law, or by the Agreement of Association or by the By-Laws.

At all meetings of the members, Members shall have one vote each. There shall be no proxies.

Action by Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if a quorum of the Members consent to the action in writing and consents are filed with the record of the meeting. Such consents shall be treated for all purposes as votes at a meeting.

Presence through Communications Unless otherwise provided by law or by the Corporation by-laws, Members of the Corporation may participate in a meeting of the Members of the Corporation by means of a conference telephone call, video call, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

Article V — Board of Directors

The Directors may exercise all the powers of the Corporation except such as are required by law or Corporation By-Laws to be otherwise exercised. They shall ensure that the Corporation pursues its mission, is financially sound, and is well managed. The Directors shall approve an annual budget. They shall have the power to purchase, lease, and sell property, and to make such contracts and agreements as they deem advantageous. The Directors shall serve without compensation, but each Director shall, subject to availability of funds, be reimbursed for all necessary travel and other expenses incurred by him or her in the discharge of his or her official duties. They may hire and determine the compensation and duties, in addition to those prescribed by the By-Laws, of the Executive Director or comparable staff person of the Corporation.

A Board of Directors of such number not less than seven nor more than twenty-one shall be elected by and from the Members at each annual meeting. Directors shall be persons having special knowledge or interest in the field of housing, real estate development, law, banking, finance, social services and government, or shall be community leaders and members such as business owners, elected or appointed officials and government personnel, members of the clergy, officials and members of other civic, benevolent or charitable organizations, educators, tenants of the Corporation’s leased housing, or other low-income tenants.

– A majority of the Directors shall be residents of the Town Arlington.

– At least one-third must be people from low-income households (earning below 80% of Area Median Income)

– No more than one-third may be public officials or employees of the Town of Arlington, or HOME Participating Jurisdiction employees, nor a State agency recipient of federal HOME funds, [such as EOHLC].

Except as otherwise provided by law or by vote of the Members or by vote of the Incorporators with respect to the initial Board of Directors, each Director shall hold office until the third annual meeting of Members next following the Director’s election and thereafter until re-elected at the annual meeting or until a successor is chosen and qualified. Any Director may resign by filing his or her resignation in writing to the other Directors or to the Clerk of the Corporation. Such resignation shall be effective at some other time.

Any Director may be removed from office at any time, with or without cause, by the affirmative vote of 2/3 of the Directors present, so long as there is a quorum.

Any vacancy in the Board of Directors may be filled by the Members at a meeting called for that purpose. Unless and until so filled, a vacancy in the Board of Directors may be filled by a vote of a majority of the remaining Directors.

The Directors shall hold a regular meeting each year as soon as practicable after final adjournment of the annual meeting of Members, for the election of Executive Officers not elected by the general membership, including President and Vice President. Other meetings shall be held as often as the needs of the Corporation may in their opinion require. Meetings may be held via video call or in person. Meeting of the Directors need not be held in Massachusetts.

Notice of The President, the Treasurer, or any two or more Directors may call meetings of the Directors. Notice of the time and place of all regular meetings or special meetings of the Directors shall be given by the Clerk, President or their designee, or the officers calling the meeting. Notice shall be given in writing by USPS mail or by e-mail at least five days before the meeting. Any meeting of the Directors shall be a legal meeting without notice if each Director waives such notice. Every Director who attends a meeting, and every absent Director who shall waive notice thereof by writing (including email) shall be deemed to have been duly notified of such meeting.

Quorum of At any meeting of the Directors, a majority of Directors at the time in office shall constitute a quorum. A quorum is not needed to adjourn any meeting from time to time without further notice. Unless otherwise provided by law, or By-Laws, business may be transacted by vote of a majority of those in attendance at any meeting at which there is a quorum.

Action by Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting and via email if a quorum of Directors participates in the action via email.

Presence through Communications Unless otherwise provided by law or by the Articles of Organization, members of the Board of Directors may participate in a meeting of such Board of Directors by means of a conference telephone or video call by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

Article VI — Executive Officers

The officers of the Corporation shall consist of a President, Vice-President, Treasurer, Clerk and such other officers as the Directors may from time to time elect.
The President and Vice President shall be elected by and from the Board of Directors, during the next Board of Directors meeting after the annual meeting when a quorum is present.

Any vacancy in any office may be filled by a vote of the Board of Directors at a meeting called for that purpose.

When an officer is, in the opinion of a majority of the Directors, unable to perform his or her duties, the Directors may by vote appoint a temporary officer to act until further vote by the Directors, with power to perform all or part of the duties of such officer.

Tenure. Each Officer shall hold office for no more than six years or until such time as the office can be filled. Any Officer may resign by filing his or her resignation in writing or by email to the other Directors or to the Clerk of the Corporation with the date of the intended termination of their position.

President and Vice-President. The President shall, if present, preside at all meeting of Members and of Directors. The President shall have general supervision over the activities of the Board of Directors, shall have oversight of the Corporation’s Whistle Blower Policy, shall be the recipient of whistleblower claims, and shall have and perform such other powers and duties as may be prescribed by the By-laws or from time to time determined by the Directors. The Vice-President, unless otherwise determined by the Directors, shall have and perform the powers and duties of the President whenever the President is absent or unable to act, or such other powers and duties as may from time to time be determined by the Directors.

The Treasurer, subject to the control and direction of the Directors, shall have and perform such powers and duties as may be prescribed in the By-Laws or from time to time determined by the Directors. The Treasurer shall have custody of all moneys, obligations, contracts, bond, and the record books; and the Treasurer shall keep accurate books of account of all the transactions of the Corporation. All property of the Corporation in the Treasurer’s custody shall be subject at all times to the inspection and control of the Directors. The Treasurer will ensure that the Directors review the annual IRS tax form prior to its filing. The Treasurer will have oversight of the Conflict of Interest policy and ensure that Directors and employees sign the Conflict of Interest disclosure statement upon joining the Board or becoming employed by the Corporation, and annually thereafter. If required by the Directors, the Treasurer shall, at the Corporation’s expense, give bond to the Corporation for the faithful performance of their duties, in such form and amount, with such sureties, and to be held by such officer as the Directors may determine.

Clerk. The Clerk, who shall be a resident of Massachusetts, shall have and perform the powers and duties prescribed in the By-Laws, and such other powers and duties as may from time to time be determined by the The Clerk shall attend all meetings of the Members and Directors, and shall record and maintain the Corporation Minutes of the proceedings at such meetings and of any votes taken outside of meetings. The Clerk shall have custody of the Minutes of the Corporation. The Clerk will be responsible for maintaining the legal records of the Corporation in accordance with the document retention and destruction policy. The Clerk shall maintain a list of all Directors in good standing and the address of each. In the absence of the Clerk from any meeting, a temporary Clerk shall be appointed by the meeting.

Article VII — Committees

The Directors may from time to time appoint one or more committees consisting of Directors, Members, or other persons, as the Directors shall determine, and the members of any committee shall have such tenure, authority and duties as the Directors shall determine.

Article VIII — Miscellaneous Provisions

Fiscal Year. Except as otherwise determined by the Directors, the fiscal year of the Corporation shall end on December

Seal. Subject to change by the Directors, the Corporation may have a seal which shall bear its name, the word, “Massachusetts”, and the year of its incorporation, and such other device or inscription as the Directors may

Execution of Negotiable paper shall be signed, endorsed or accepted by the Treasurer, or by any other officer or employee authorized by the Directors, and shall be countersigned if and as the Directors determine. The Directors may from time to time designate the person or persons who shall sign, countersign, endorse, or accept such negotiable paper in the absence of other persons exercising authority hereunder and who shall execute on behalf of the Corporation contracts, deeds and other written instruments.

Evidence of A certificate by the Clerk or temporary Clerk as to any action taken by the Members, Directors, or any officer or representative of the Corporation shall, to all persons who rely thereon in good faith, be conclusive evidence of such action. The exercise of any power which, by law or under these By-Laws, or under any vote of the Members or of the Directors, may be exercised in case of absence or any contingency shall bind the Corporation in favor of anyone relying thereon in good faith, whether or not the absence or contingency existed.

Article IX — Indemnification of Officers and Directors

The Corporation may, by vote of a majority of the Directors not affected, indemnify each of its officers or Directors, or former officers or Directors against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been an officer or Director of the Corporation; provided, however, that no indemnification shall be provided in relation to matters as to which any such officer or Director shall have been adjudged to be liable by reason of his or her gross negligence or willful misconduct in the performance of his or her duties as such officer or Director. As to whether or not an officer or Director was liable for gross negligence or willful misconduct in the performance of his or her duties, the Board of Directors of the Corporation, and each officer and Director, may in the absence of a court adjudication on that point, rely conclusively upon an opinion of legal counsel selected by or in the manner designated by the Board of Directors.

Article X — Dissolution

Dissolution of the Corporation shall only occur after a vote of a 2/3 majority of the Board of Directors, voting in the affirmative. In the event of the termination, dissolution or winding-up of this Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed in accordance with the provisions set forth in the Corporation’s Articles of Organization or other legal documents or contracts governing the Corporation’s assets.

Article XI — Amendments

Any of these By-Laws may be altered, amended or repealed at any annual or special meeting by vote of a 2/3 majority of the Members in attendance, provided that a quorum is present, and provided that the nature or substance of the proposed amendment or repeal shall be stated in the notice of the meeting and that no amendment shall be adopted which conflicts with the provisions set forth in the Corporation’s Articles of Organization.

A true copy.

Attest:

_______________________________________

Clerk: Deirdre Westcott

Original Date of Passage: October 14, 1986

Amended: October 18, 2012

Further amended: MONTH, DAY, YEAR