---BY-LAWS--
of
Mississippi Association of Housing and Redevelopment Officials
ARTICLE I.
NAME
The Name of this nonprofit Corporation is Mississippi Association of Housing and Redevelopment Officials, Inc. (hereinafter referred to in these By-Laws as the "Corporation").
ARTICLE II.
This Corporation is organized and shall be operated as an instrumentality of and to support public housing authorities established under the Mississippi "Housing Authorities Law" by engaging in or assisting in the development of or operation of low-income housing, providing for contract administration services for properties with Housing Assistance Payments Contracts authorized under Section 8 of the United States Housing Act of 1937 and establishing a cooperative grant program for making distributions to qualified public housing authorities for the purpose of providing funds for the development and/or operation of low income housing, providing efficient, fair and discriminatory contract administration services and grant distributions for such public housing authorities and otherwise supporting and assisting such entities in the furtherance of public housing consistent with the United States Housing Act of 1937 and other applicable laws. The Corporation may form a subsidiary entity which shall be under the control of its public housing authority members to perform any of the foregoing powers and functions.
The objects of the Corporation include the following:
1. To foster and promote the interest of low-rent housing, urban redevelopment and community development in the State of Mississippi, thus promoting the common good and general welfare of the citizens of the State of Mississippi.
2. To provide a clearing-house for the exchange of ideas and experiences, looking toward a more complete understanding of the problems of public housing, urban redevelopment and community development in the State of Mississippi.
3. To work out general policies relative to planning, construction, administration, and management relative to public housing, urban redevelopment and community development in the State of Mississippi.
4. To work for more complete and efficient cooperation between the various local housing, urban redevelopment and community development authorities/agencies in the State of Mississippi and the Department of Housing and Urban Development.
ARTICLE III.
MEMBERSHIP AND ELIGIBILITY (back to top)
SECTION 1. VOTING MEMBERS. Any public housing authority (PHA) established under the Housing Authorities Act of Mississippi shall be eligible for voting membership in the Corporation and shall become a member upon paying the annual dues required for such membership.
SECTION 2. NON-VOTING MEMBERS. Individuals who are regularly employed members of local housing authorities, urban redevelopment or community development authorities/agencies in the State of Mississippi, and other dues-paying persons interested in furthering the objectives of the Corporation, may become Non-Voting Members upon approval of the Board of Directors. Non-Voting Members also include Life Members of the Corporation and Affiliate Members, defined as follows:
LIFE MEMBERS (NON-DUES PAYING). Life membership in the Mississippi Association of Housing and Redevelopment Officials is special recognition for long and faithful service to the objectives and purposes of said Corporation, and the profession represented by the Corporation. The recipient of Life Membership shall have been actively engaged as a professional in housing, new development, rehabilitation, and/or other vocations creating eligibility for active membership in the Corporation.
A recipient of such Life Membership shall be selected after nomination for same by a voting member of the Corporation, and then approval by the Board of Directors.
Those individuals who are elected to Life Membership shall be eligible to attend, along with their spouses, all annual conferences of MAHRO, and shall receive complimentary registrations for the Life Members and Spouses.
AFFILIATE MEMBERS (DUES-PAYING): Affiliate Membership to the Mississippi Association of Housing and Redevelopment Officials is offered to exhibitors, professionals, and suppliers who in recent years have actively worked with housing authorities in Mississippi, either as professionals or suppliers of goods or services, and who have been approved for membership by the Board of Directors of the Corporation.
The Amount of Affiliate Membership dues shall be established by the Board of Directors, and changed from time to time as appropriate.
ARTICLE IV.
The annual dues for membership in this Corporation shall be determined and set by a majority vote of the Board of Directors at any duly convened meeting of said Board.
ARTICLE V.
The principal office for the transaction of business of the Corporation shall be located in the county where the Secretary-Treasurer resides, or at such other place within the State of Mississippi as may be fixed from time to time by the Board of Directors. Branch offices may be established at any time by the Board of Directors at any place or places where in the discretion of said Board such branch offices are needed.
ARTICLE VI.
SECTION 1. MEETINGS, WHERE HELD. Any meeting of the Corporation, whether an annual meeting or a special meeting, may be held either at the principal office of the Corporation or at any place in the United States within or without the State of Mississippi.
SECTION 2. ANNUAL MEETING. Each year the Corporation shall hold one regular meeting to be known as the Annual Meeting at a time and place to be determined by the Board of Directors.
SECTION 3. SPECIAL MEETINGS. A special meeting of the members for any purpose or purposes whatsoever, may be called at any time by a majority of Board Directors, or upon the written request of ten percent (10%) of the voting members. Such a call for a special meeting shall be restricted to the business announced in such notice. In the event, however, that the attendance at such special meeting comprises three-fourths (3/4) of the total voting membership, then upon majority vote of those present, action may be taken on general business other than that which has been specified in the notice of the Special Meting.
SECTION 4. NOTICE OF MEETINGS. Written notice of each annual meeting or each special meeting of the members shall be given to each member of record, either personally or by first class mail, addressed to such member at the last known address of said member, not less than 15 or more than 60 days prior to an annual meeting, and not less than 10 or more than 30 days prior to a special meeting. Such written notice shall specify the place, day and hour of the meeting; and in the case of a special meeting, it shall specify also the purpose or purposes for which the meeting is called.
SECTION 5. VOTING, QUORUM AND PROXY. The Chairperson or the Executive Director of any public housing authority member shall be deemed by this Corporation to have the power to vote on behalf of the PHA member and to execute proxies and written waivers or consents in relation thereto, unless before a vote is taken or a waiver or consent is acted upon it is made to appear by certified copy of the Bylaws or resolution of the Commissioners of the PHA member that such power does not exist or is vested in some other officer or person. In the absence of such certification, a person executing any such proxies, waivers or consents or presenting himself or herself at a meeting as one such officer of a PHA member shall be prima facie deemed to be duly elected, qualified and acting as such officer and to be fully authorized. In the case of conflicting representation, the PHA member shall be deemed to be represented by its senior officer. Twenty-five (25) voting members of the Corporation, attending in person or represented by proxy, shall constitute a quorum at a member’s meeting. Each voting member of the Corporation shall be entitled to one vote. Any member entitled to vote may vote in person or by proxy executed in writing by the member and by their duly authorized attorney-in-fact. No proxy shall be valid for more than eleven (11) months from the date of its execution unless otherwise provided in the proxy instrument.
SECTION 6. AUTHORITY OF PHA MEMBERS. The Public Housing Authority (PHA) members of the Corporation shall have the right and authority to:
(1) approve the Articles of Incorporation and Bylaws of the Corporation, including any amendments thereto;
(2) control, direct and authorize the execution of contracts between the Corporation and the United States Department of Housing and Urban Development (HUD);
(3) control, directly or indirectly, the operation of the Corporation, and
(4) upon dissolution or termination of the Corporation, title to all real or personal property held by the Corporation shall be transferred to such PHA members or an entity designated by the PHA members.
ARTICLE VII.
SECTION 1. DUTIES AND POWERS. Subject to the rights of PHA members as set forth in Section 6 of Article VI hereof, the affairs of the Corporation shall be managed by a Board of Directors consisting of twelve (12) members.
SECTION 2. ELIGIBILITY, TERM AND SELECTION. Each member of the Board of Directors shall be an employee or a retired former employee of a public housing authority member of the Corporation. Members of the Board of Directors shall serve for a term of two (2) years, provided, however, that such members shall serve only so long as they remain PHA employees or retired former employees.Failure to maintain such status shall be cause for removal under Section 8 of the Article VII.
SECTION 3.POSITIONSThe President, senior Vice-President, four (4) Vice-Presidents with portfolios, the immediate past President and five (5) at large members shall serve as directors of the Corporation. The directors and officers shall be elected at the annual meeting of the Corporation held in odd numbered years and shall serve for a tem of two (2) years or until their successors shall be elected and qualified.
SECTION 4. MEETINGS. The annual meeting of the Board of Directors shall be held without notice immediately following the annual meeting of the members, on the same date at the same place as said annual meeting of the members. The Board by resolution may provide for regular meetings, which may be held without further notice as and when scheduled in such resolution but shall at a minimum be conducted once during each calendar year quarter. Special meetings of the Board may be called at any time by the President at his discretion or by any two (2) or more directors.
SECTION 5. NOTICE AND WAIVER; QUORUM. Notice of any special meeting of the Board of Directors shall be given to each Board member personally, by telephone or by mail addressed to him at his last known address, at least five (5) days prior to the meeting. Such notice may be waived, either before or after the meeting; and the attendance of a Board Member at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all objections to the place or time of the meetings or to the manner in which it has been called or convened, except where a Board Member states, at the beginning of the meeting, any such objection or objections to the transaction of business. A majority of the Board of Directors shall constitute a quorum at any Board Meeting.
SECT ION 6. ACTION WITHOUT A MEETING. Any action required by law or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent, setting forth the action so taken, shall bee signed by all of the Board Members. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors and shall be filed with the Secretary and recorded in the Minute Book of the Corporation.
SECT ION 7. VOTING. At all meetings of the Board of Directors, each Board Member shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be determined by a majority vote of the Board Members present.
SECTION 8. PROXIES. Members of the Board of Directors must be present in order to vote at a meeting of the Board of Directors. In the event a member is unable to be present at a meeting of the Board of Directors, her or she may give a proxy, in writing, to any "member", as defined in Article VIII, Section 1, to vote on any matter which may come before a meeting of the Board of Directors. Such written proxies shall be submitted to the Secretary-Treasurer of the Corporation by the individual holding such proxy prior to its utilization for the purpose of voting.
SECTION 9. REMOVAL. Any director or the entire Board of Directors may be removed from office, with or without cause, by the affirmative vote of a majority of the members present at any meeting of members provided that written notice of such meeting shall state that the purpose, or one of the purposes, of the meeting is removal of a director or directors.
SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors and, if not filled by the directors, any such vacancies shall be filled by the PHA members of the Corporation at an annual or special meeting of members. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
SECTION 11. STANDING COMMITTEES. The President shall appoint four (4) standing committees. They are:
(1) Housing
(2) Professional Development
(3) Member Services
(4) Commissioners
Geographical considerations shall be given in that the members appointed shall be from different areas within the state. Each committee shall consist of three (3) or more persons. Such committees shall exercise such authority and perform such functions as the President or Board by resolution may prescribe. Officers, directors and members of the Corporation shall be eligible for committee membership. The four (4) Vice-Presidents with portfolios shall serve as Chairperson of the standing committees.
SECTION 12. POLICY AND ADVISORY COMMITTEE. The Nominating Committee shall recommend and the President shall appoint the Policy Advisory Committee. The Policy Advisory Committee shall be composed of not less than three (3) past Presidents of the Corporation, as well as the Senior Vice-President. The Committee shall be ex-officio, non-voting members of the Board of Directors. It shall be used as a resource by the President and Board of Directors and shall assist the Board as needed. The Policy Advisory Committee should attend all Board of Directors Meetings.
SECTION 13. SPECIAL COMMITTEES. Annually, the President may appoint committees, at his discretion, to deal with specific events or issues. The appointments shall be governed by the stipulations set forth in Section 10 above. An example of special committees that might be appointed by the President are:
LegislativeResolutions
ExhibitsNominating
Convention Publicity
ProgramEducation
Site Selection Budget
Constitution and By-Laws Workshop
Membership
The Nominating Committee shall be composed of the three (3) most immediate past Presidents and two other individuals appointed by the President all of whom shall be active members of the Corporation. The immediate past President shall serve as Chairman of the Committee. The Committee shall make nominations, with the consent of those nominated, for election of officers and directors to the membership.
ARTICLE VIII.
SECTION 1. ELIGIBILITY TO HOLD OFFICE. Any Commissioner or Executive Officer or Supervisor Employee of a public housing authority member (PHA) shall be eligible to hold office in the Corporation.
SECTION 2. SELECTION OF OFFICERS. The PHA members at each annual meeting shall elect a President, senior Vice-President, four (4) Vice-Presidents with portfolios, and five (5) directors-at-large, each to serve for a term of two (2) years or until a successor is elected and qualified, or until the earlier resignation, removal from office, or death of such officer.
SECTION 3. REMOVAL AND VACANCIES. Any officer of the Corporation may be removed from office by the PHA members whenever in their judgment the best interest of the Corporation will be served thereby. Removal shall be deemed to have occurred when an officer ceases to be employed by a PHA member of the Corporation. The Secretary and Treasurer may be removed from office by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
SECTION 4. PRESIDENT. The President shall preside at all meeting of the Board of Directors and at all meetings of the members. The immediate supervision of the affairs of the Corporation shall be vested in the President. It shall be the President’s duty to attend constantly to the business of the Corporation and maintain strict supervision over all of its interests. The President shall keep the Board of Directors fully advised of the affairs and condition of the Corporation, and shall manage and operate the business of the Corporation pursuant to such policies as may be prescribed from time to time by the Board of Directors.
SECTION 5. SENIOR VICE-PRESIDENT. The Senior Vice-President, with portfolio, shall perform all duties assigned by the President, and during the absence of or inability of the President, shall perform the duties and exercise the powers of the President as set forth in these By-Laws. Should the office of President become vacant for any reason, the Senior Vice-President shall automatically succeed to the office of the President. When acting as President, or if such succession takes place, the Senior Vice-President shall then have all of the powers and be subject to all of the responsibilities hereby given to, or imposed upon the President.
SECTION 6. VICE-PRESIDENTS. Four (4) Vice-Presidents shall be elected to serve with portfolio, and shall carry out such assignments of duties from the President and/or the Board of Directors as may be assigned to them after their selection and election. Due consideration will be given, but not limited to, the geographic location and program functions of each said Vice-President in the assignment of the various duties to each to carry out and encompass all of the requirements of the purposes and objectives of the Corporation.
SECTION 7. SECRETARY-TREASURER. The Secretary-Treasurer shall be a salaried employee who shall serve at the pleasure of the Board of Directors. It shall be the duty of the Secretary-Treasurer to keep a record of the proceedings of all meetings of the members and Board of Directors; to notify the members and directors of meetings as provided by the By-Laws; and to perform such other duties as may be prescribed by the Board of Directors.
SECTION 8. SERC-NAHRO REPRESENTATIVE. The Board of Directors shall appoint a qualified person to serve as MAHRO’s representative at SERC/NAHRO. The representative shall serve on the Executive Committee of SERC/NAHRO, shall attend the SERC/NAHRO meetings to represent MAHRO, and shall keep the President of MAHRO informed of the SERC/NAHRO activities.
ARTICLE IX.
No dividends shall be paid and no part of the income of the Corporation shall be distributed to its members, directors, or officers, except that the Corporation shall pay compensation in a reasonable amount to the Secretary-Treasurer for service rendered, shall reimburse the person designated as the SERC-NAHRO representative, and persons designated to represent MAHRO on SERC-NAHRO and NAHRO Committees, in the amount of $100.;00 expense for each trip to SERC or NAHRO meetings in order to represent MAHRO, and may with prior agreement of the Board, reimburse individual housing authorities or agencies for postage, telephone calls, paper, etc., used in work performed for MAHRO, such as convention duties, workshop planning, etc. No other member, director, or officer shall be entitled to receive any compensation for services rendered to the Corporation.
ARTICLE X.
Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinary prudent individuals would exercise under similar circumstances in like positions. In discharging their duties, directors and officers, when acting in good faith, may rely upon financial information of the corporation represented to them to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accounts fairly reflecting the financial condition of the Corporation.
ARTICLE XI.
The power to undertake and enter into contracts approved by the Board of Directors, to borrow money, and to make expenditures for and on behalf of the Corporation shall be vested in each person or persons as the Board of Directors may from time to time designate.
ARTICLE XII.
Checks and drafts of the Corporation shall be signed by such officers of such other employees or persons as the Board of Directors may from time to time designate by resolution.
ARTICLE XIII.
The Corporation shall indemnify and hold harmless each person who shall serve at any time hereafter as a director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a director, officer, employee or agent of the corporation or by reason of any such action alleged to have been heretofore or hereafter taken or omitted by him or her as such director, officer, employee or agent, to the full extent permitted under Section 79-11-281 of the Mississippi Nonprofit Corporation Act of any successor provisions of the laws of the State of Mississippi and shall reimburse such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability; provided however, that no such person shall be indemnified against, or be reimbursed for, any expenses incurred in connection with any claim or liability arising out of any appropriation of any business opportunity of the corporation, any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, or any transaction from which he or she derived an improper personal benefit.
The right accruing to any person under the foregoing provisions of this
Article shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein. The Corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment under this Article or in refusing to do so in reliance upon advice of counsel to the Corporation.
ARTICLE XIV.
SECTION 1.This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and Committees having any authority of the Board of Directors. A roster listing the names and addresses of the members of the Corporation entitled to vote shall be kept in the office of the Secretary-Treasurer of the Corporation. All books and records of the Corporation may be inspected by any member, or their agent or attorney, for any proper purpose at any reasonable time.
SECTION 2.The Corporation’s fiscal shall end on September 30, of each year and books and records shall be audited at the end of each fiscal year by a qualified person approved by the Board of Directors.
ARTICLE XV.
Any or all of the provisions of these Bylaws may be amended, altered or repealed, and new Bylaws may be made, by a majority vote of the PHA members of the Corporation at any annual or special meeting of the members.
ADOPTED, this the 16th day of July, 1999.
//Signed
Mike Proffitt
Secretary
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