Bylaws of Oswego Housing Development Council, Inc.

Article I Office
Section 1.01 Principal Office
The principal office of the corporation in the State of New York shall be located in the County of Oswego.
Section 1.02 Registered Office and Agent
The corporation shall have and continuously maintain in the State of New York a registered office and a registered agent whose office is identical with such registered office.

Article II Board of Directors
Section 2.01 General Powers
The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors is the governing, voting, body of the organization. 
Each Director shall be entitled to one vote on each matter requiring a vote of the Board of Directors.
Sections 2.02 Number, Tenure, and Qualifications
The Board shall consist of not less than seven (7) and not more than fifteen (15) Directors. The Directors elected at the annual meeting to succeed the Directors named in the Articles of Incorporation shall be elected for staggered terms of one, two, and three years. As the terms of such Directors expire, their successors shall be elected for terms of three years, until their successors are elected and have qualified.
Section 2.03 Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board, unless the act of a greater number is required by law or by these bylaws. The board may also act by written consent or approval of all the directors of the corporation setting forth the action taken.

Section 2.04 Vacancies
Any vacancy occurring in the Board shall be filled by the Board of Directors until the next meeting of the Board, and until a successor has been elected by the Board of Directors and qualified. A director elected by the Board to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

Section 2.05 Approval of Application for Becoming a Director
All applications for the Board of Directors shall be approved at 
(a)	any special or regular meeting of the Board of Directors, when a quorum is present, by a majority vote of the board members or
(b)	by a majority vote of the existing Directors present, at any annual or special meeting held in accordance with Article V Meetings herein.

Section 2.06 Compensation
Directors shall not receive any compensation for their services as directors.

Section 2.07 Residency Requirement
Directors shall reside or work within the service area (Oswego County) of the corporation. Should a Director live or work outside the service are, the Director can apply for a special exemption in unique circumstances by sending a letter of request to the Secretary of the Board. A special exemption may be approved by a majority vote of the Board of Directors.

Section 2.08 Residuary Powers
The board shall have the powers and duties necessary or appropriate for the administration of the affairs of the corporation. All powers of the corporation except those specifically granted or reserved by law, the articles of incorporation, or these bylaws shall be vested in the Board of Directors.
Section 2.09 Conflicts of Interest
All Directors shall complete Ethics and Conflict of Interest forms if and when required.
Section 2.10 Standing Committee Participation
All Directors must serve on at least on standing committee as identified in Article VII.
Section 2.11 Expiration, Resignation, or Removal from Office
A Director may resign from the Board of Directors at any time by submitting a letter of resignation to the Secretary of the Board. A Director may choose to resign from the organization entirely, or may resign, or step down, to a Member position within the organization. 
A director may be removed from office by the vote of not less than three­ fourths of the Directors present at a meeting of the Board, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Director has been informed in writing of the charges preferred against that Director at least 10 days before such meeting. The Director involved shall be given an opportunity to be heard at such meeting. 
Any vacancy created by the expiration, resignation or removal of a Director shall be filled by a majority vote, which may be taken at the same meeting at which such vacancy takes place, or at a future time as determined by the Board of Directors.
Section 2.12 Reinstatement
Upon written request to the Secretary of the Board of Directors, a former Director may apply to be reinstated to the Board. The board may reinstate by majority vote such former Director to the Board of Directors. 
Section 2.13 Transfer of Directorship
A Director position in this corporation is not transferable or assignable. 
Section 2.14 Liability for Corporate Obligations
Directors shall not be liable for any debts or obligations of the corporation and shall not be subject to any assessment.

Article III Officers
Section 3.01. Officers
Only Directors may be officers.
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The board may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board.
Section 3.02. Election and Term of Office
(a)	The officers of the corporation specified in Section 5.01 shall be elected from the membership of the board by the board at its annual meeting or as soon thereafter as feasible. New offices may be created and filled at any meeting of the board. Each officer shall hold office until the next annual election of directors and until each successor shall have been duly elected and shall have qualified.
(b)	The term of office shall be one year. Election of officers shall take place at the annual board meeting and shall be by a majority vote of the membership. An officer shall serve for no more than three consecutive terms.
(c)	The immediate past president of the Board of Directors shall be an ex-officio voting member of the Board of Directors for two (2) years.

Section 3.03. Removal
Any officer elected or appointed by the board may be removed by the board by two­ thirds vote of the remaining directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights if any, of the officer so removed.
Section 3.04. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board by majority vote for the unexpired portion of the term.
Section 3.05. President
The president shall be the principal executive officer of the corporation and shall in general supervise and control all the business and affairs of the corporation. 
The president shall preside at all meetings of the members and of the board.  The president  may sign, with attestation of the secretary or any other proper officer of the corporation authorized by the board, any deeds, mortgages, bonds, contracts, or other instrument which the board authorizes to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board or these bylaws or statute to some other officer or agent of the corporation and, in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board from time to time.
The president counts toward a quorum at meetings, but does not normally vote at meetings. Only when a vote is a tie may the president cast a vote to break the tie.
Section 3.06. Vice President
In the absence of the president or in the event of the president's inability or refusal to act, the vice president shall perform the duties of the president, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned by the president or the board.
Section 3.07. Treasurer
The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation from any source whatsoever; deposit all such monies in the name of the corporation in such banks, or other depositories as shall be selected in accordance with the provisions of Article VIII of these bylaws; and in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the board.

Section 3.08. Secretary
(a)	The secretary shall keep the minutes of the meeting of the members and of the board in one or more books provided for that purpose, 
(b)	see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, 
(c)	be custodian of and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws, 
(d)	keep a register of the post office address of each member, which shall be furnished to the secretary by such member, 
(e)	and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the board.
Section 3.09. Past President
The past president will be the most recent former president of the corporation, who has served for a minimum of one full year term as president of the Board of Directors.

Article IV Members
Section 4.01 Eligibility of Membership
It is the intent of the corporation that the membership shall include a balanced representation of geographic and socio-economic aspects of Oswego County. 
There shall be no limit to the number of members as advisors to the Board.
There is no set tenure for Members.
Members shall reside or work within the service area (Oswego County) of the corporation. Should a Member live or work outside the service are, the Member can apply for a special exemption in unique circumstances by sending a letter of request to the Secretary of the Board. A special exemption may be approved by a majority vote of the Board of Directors.

Section 4.02 Approval of Application to Become a Member
All applications for membership shall be approved at 
(a)	any regular or special meeting of the board of directors, when a quorum is present, by a majority vote of the board members or
(b)	by a majority vote of the existing membership present, at any annual or special meeting held in accordance with Article III herein.

Section 4.03 Standing Committee Participation
All members must serve on at least on standing committee. 
Section 4.04 Voting Rights
Members do have voting rights during the Committee Meetings where they are a participant. Members have no voting rights at Board Meetings. Members have rights of participation and discussion during Board Meetings.
Section 4.05 Manner of Acting
The act of a majority of the Members and Directors present at a Committee Meeting at which a quorum is present shall be the act of the committee, unless the act of a greater number is required by law or by these bylaws. The Committee may also act by written consent or approval of a majority of the Committee setting forth the action taken.
Section 4.06 Expiration, Resignation, or Termination of Membership
Any member may resign by filing a written resignation with the secretary of the Board.
The Directors of the board, by a majority vote of those Directors present, in person, electronically, or by proxy, at any regularly constituted scheduled or called meeting, may terminate the membership of any member who becomes ineligible for membership, for cause as determined by the Board of Directors,  or due to a lack of  participation. Lack of participation is unexcused absence of 3 or more meetings in a row, or not attending at least 9 regularly scheduled meetings in a calendar year without being excused.
Section 4.07 Reinstatement of Membership
Upon written request, and also signed by a Director, and filed with the secretary, the board may reinstate by majority vote such former member to membership upon such terms as the board may deem appropriate.
Section 4.08 Transfer of Membership
Membership or position in this corporation is not transferable or assignable. 
Section 4.9 Liability of Members
Members shall not be liable for any debts or obligations of the corporation and shall not be subject to any assessment.

Article V Meetings
Section 5.01 Board Meetings
Meetings of the Board of Directors should be held monthly. Additional meetings, or meeting schedules, may be adjusted as needed.
Section 5.02 Committee Meetings
Committee meetings schedules and agendas should be determined by the chairperson of the committee and approved by the members of the committee.
Section 5.03 Special Meetings
Special meetings of the board may be called by or at the request of the president, the secretary, or at the request of any two directors.
Section 5.04 Annual Meeting
The annual meeting of the corporation shall be held on the fourth Thursday of October for the purpose of election of directors and for the transaction of such other business as may come before the meeting. The time and place of the annual meeting shall be selected by the board of directors and shall be designated in the Notice of the Annual Meeting. An annual report and financial statement should be published and distributed no later than the annual meeting.
Section 5.05 Notice of Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, e-mail, fax, text, or other means determined acceptable by the Board, to each member entitled to vote at such meeting, not less than seven or more than thirty days before the date of such meeting, by or at the direction of the president, or secretary, or the officers or persons calling the meeting. 
In case of a special meeting or when required by statute or these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the corporation, with postage thereon prepaid.
Section 5.06 Place of Meetings
The Board of Directors shall designate the place for any meetings.
Section 5.07 Quorum
At any meeting of the corporation, a quorum shall consist of one-half plus one (1/2 +1) of the Directors. The President of the Board counts toward the quorum. If a quorum is not present at any such meeting, a majority of the Directors present may adjourn the meeting.
Section 5.08 Proxies
At any meeting of the Board, a Director entitled to vote may vote by proxy executed in writing and presented by another Director for that meeting.
For any Director to represent another Director by proxy, the Director must present the proxy form to the secretary of the board for examination before the meeting is called to order. When the secretary has certified the proxy is in good order, the proxy holder shall have the right to do any and all things which might be done by the Director were they present in person, including but not limited to, the establishment of a quorum and the right to vote.
Sections 5.09 Participation
(a)	In-Person Meetings,
(b)	Other Means Acceptable to, and approved by, the Board of Directors or by a Committee for its Committee Meeting, or
(c)	Hybrid Meetings

Article VI Meetings of the Board of Directors
Section 6.01 Order of Business
The order of business at any regular or special meeting of the members or the board shall be:
(a)	Approval of Agenda
(b)	Approval of Minutes
(c)	Approval of Financial Reports
(d)	Reports of Officers
(e)	Reports of Committees
(f)	Unfinished Business
(g)	New Business
(h)	Other
(i)	Adjournment
Section 6.02 Parliamentary Procedure
On questions of parliamentary procedure not covered in these bylaws, a ruling by the president shall prevail.

Article VII Committees
Section 7.01. Standing Committees
The following standing committees are in place to assist in exercising the authority of the board in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board, or any individual director, of any responsibility imposed upon either by law:
(A)	Personnel Committee: Membership on this committee should comprise of a minimum combination of three (3) members and directors, with a minimum of two (2) directors. The committee membership shall be appointed by the board president and confirmed by the board of directors. 



The Personnel Committee shall have the following responsibilities:
(1)	Formulate personnel policies and practices, interpret or correct those policies as necessary and propose appropriate amendments for the consideration of the full board,
(2)	Serve as a Grievance Committee in grievance procedures, and report findings and recommendations to the board as practical,
(3)	Review applications, interview candidates and make recommendations to the board for filling the position of the Executive Director and evaluate the performance of the Executive Director,
(4)	Evaluate other personnel issues as needed.

(B)	Nominating and Membership Committee: Membership on this committee should comprise of a minimum combination of three (3) members and directors, with a minimum of two (2) directors. The committee membership shall be appointed by the board president and confirmed by the board of directors. 
The committee members shall be appointed by the board president and confirmed by the board of directors. The Nominating and Membership Committee shall have the following responsibilities:
(1)	Nominating board candidates;
(2)	Identifying new members and providing information to the new members about the corporation,
(3)	Ensuring that the size, leadership and composition of the board are appropriate, and,
(4)	The overseeing governance structures and policies.

(C)	Fundraising Committee: Membership on this committee should comprise of a minimum combination of three (3) members and directors, with a minimum of two (2) directors. The committee membership shall be appointed by the board president and confirmed by the board of directors. 
(D)	The Fundraising Committee is responsible for:
(1)	Developing  fundraising plans for the corporation,
(2)	Implementing the fund raising plans,
(3)	Reviewing the fund raising plans on an event or annual basis, and
(4)	Changing and improving fundraising plans as needed.
(E)	Operations Committee: Membership on this committee should comprise of a minimum combination of three (3) members and directors, with a minimum of two (2) directors. The committee membership shall be appointed by the board president and confirmed by the board of directors. 
The Operations Committee is responsible for:
(1)	Finances, including a monthly balance sheet, and revenue and expense reports,
(2)	The budget,
(3)	Audits,
(4)	Taxes (990),
(5)	Insurances, including Hazard Insurance,
(6)	Directors and Officers Insurance,
(7)	Errors and Omissions Insurance,
(8)	Disability Insurance,
(9)	Workers Compensation, 
(10)	Employment Practices and Liability Insurance,
(11)	Other financial instruments as needed

Section 7.02. Ad Hoc Committees
Ad hoc Committees not having and exercising the authority of the board in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. 
Except as otherwise provided in such resolution, members of each Ad hoc committee shall be members or directors of the corporation. 
The president of the board shall appoint the membership of Ad hoc committees. Any member of an Ad hoc committee may be removed by the president of the board, and concurred by a majority vote of the board of directors, whenever in their judgment the best interests of the corporation shall be served by such removal.
Ad hoc Committees are temporary and cease to exist when the objective or goal has been satisfied.

Section 7.03.  Term of Office
Each member of a committee shall continue as such until the next annual meeting of the corporation, and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member was removed from such committee, or unless such committee member ceases to qualify as a member thereof.
Section 7.04. Chairperson
One of the members or directors of each committee shall be appointed chairperson of that committee by the president of the board.
Section 7.05. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7.06. Quorum
Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7.07. Rules
With exception of ad hoc committees, each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.

Article VIII Contracts
The board may authorize, by majority vote, any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation; and such authority may be general or confined to specific instance.

Article IX Checks, Deposits, and Funds
Section 9.01. Payments
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board. In the absence of such determination by the board, such instruments shall be signed by the treasurer and countersigned by the president of the board.

Section 9.02. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board may select.

Section 9.03. Gifts
The board may accept, or decline, on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation by a majority vote of the board.

Article X Indemnification, Conflict of Interest, and Nepotism
Section 10.01. Indemnification of Officers and Directors
All Directors ,officers, and Members of the corporation, whether or not then in office, shall be indemnified by the corporation against all costs, liabilities, judgments and expenses actually and reasonably incurred by, or imposed upon them in connection with or arising out of any action, suit or proceeding in which they may be involved, directly or indirectly, or to which they may be made a party by reason of being or having been a director, officer, or member of this corporation, or by reason or any action heretofore or hereafter at any time taken as a director, officer, or member of this corporation. 
Such expenses to include the cost of reasonable settlements made with a view to curtailment or avoidance of costs of litigation, or where a settlement is deemed for the best interest of the corporation under its obligation or indemnity. 
In relation to matters as to which they shall be finally adjudged in such action, suit or proceeding to have been guilty of bad faith or fraud in the performance of their duty as such Director, officer, or Member, and the foregoing right of indemnification shall not apply, and will be exclusive of other rights to which they may be entitled by agreement by vote of the Board of Directors, or otherwise.
Section 10.02. Conflict of Interest
Members of the Board of Directors shall not knowingly engage in any activities or transactions in material conflict with their duties and obligations to the corporation while serving in such capacity.
Directors and Members shall not conduct private business in a manner which places them at a special advantage because of their association with the Oswego Housing Development Council, Inc.
Any duality of interest or possible conflict of interest on the part of any Director or Member should be disclosed to the other members of the Board and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action.
Any Director or Member having a duality of interest or possible conflict of interest on any matter should not vote or use personal influence on the matter, and should not be counted in determining the quorum for the vote, even when permitted by law. The minutes should reflect that a disclosure was made, the abstention from voting, and the quorum adjustment.

Section 10.03. Nepotism
Members of the Board of Directors shall disclose relationships with family members that are employed by the corporation. If any staff member is related to a board member, the board member cannot vote or become involved in decision making concerning activities related to the staff member. Family members associated with the nepotism policy are as follows: spouse, child, parent, grandparent, grandparent-in-law, grandchild, daughter-in-law, son-in-law, parent-in-law, step-parent, niece, nephew, brother, sister, domestic partner, brother-in-law, sister-in-law, daughter or son of domestic partner and any other relative that is residing in the household of a board member.

Article XI Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the board, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purposes at any reasonable time. The board shall cause an audit of the records of the corporation to be made each year by a competent auditor.

Article XII Fiscal Year
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

Article XIII Seal
The board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, "Corporate Seal."

Article XIV Waiver of Notice
Whenever any notice is required to be given under the provisions of the statutes of said State or the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XV Amendment or Revocation of Bylaws
These By-Laws may be amended or revoked by a resolution of the Board of Directors at a regular meeting, provided that the following procedure is followed:
(a)	Consideration at the First Meeting:
The proposed changes are considered by the Board of Directors at the first meeting, and subject to modification made at such meeting. The proposed changes are authorized by a Resolution of the Board of Directors for placement on the agenda of the Board of Directors immediately at the next regular meeting (the second meeting).
(b)	Action at the Second Meeting:
By Resolution, the Board of Directors votes on the proposed changes to the By-Laws during the second meeting.

KNOW ALL BY THESE PRESENT: That the undersigned secretary of the corporation identified in the foregoing bylaws does hereby certify that the foregoing bylaws were duly adopted by the members of said corporation, as bylaws of said corporation, on the XXth day of Month, 20XX, at a duly called and constituted meeting of the board of directors, and that they do now constitute the bylaws of said corporation.