CARH Bylaws

Amended June 2012

A corporation chartered under the not-for-profit laws of the District of Columbia

ARTICLE I.

NAME, SEAL AND PRINCIPAL OFFICE

Section 1. Name. The name of the corporation shall be the Council for Affordable and Rural Housing (hereinafter referred to as the “Corporation”).

Section 2. Seal. The seal of the Corporation shall contain the name of the Corporation and be of such design as the Board of Directors shall approve.

Section 3. Principal Office. The Corporation shall maintain its principal office in the Metropolitan Washington, D.C. area.

ARTICLE II.

NATURE OF THE CORPORATION

Section 1. Nonprofit. The Corporation is not organized for pecuniary gain or profit, incidental or otherwise, and no part of the income of the Corporation may enure to the benefit of any individual except that reasonable compensation may be paid for services rendered.

Section 2. Purpose. The purpose of the Corporation is to promote the common interest of those persons actively engaged in providing services with reference to the development and management of affordable and rural multifamily and single family housing through the following activities:

a. keeping its members informed of legislative and administrative changes affecting affordable and rural housing and development programs.

b. representing the interest of its members before appropriate legislative and administrative bodies in the formulation of policy for affordable and rural housing and development.

c. informing the public about the benefits derived from governmental programs assisting housing and development.

d. to do any other things necessary or proper to forward the interest of affordable and rural housing and development programs.

ARTICLE III.

MEMBERSHIP

Section 1. Classes of Membership. There shall be the following classes of membership:

a. individual member
b. associate member
c. state affiliated association member

The term “member” as used throughout these Bylaws refers to a person belonging to any of the membership classifications above set forth.

Section 2. Eligibility for Individual Membership. Any firm or individual directly involved in the production, management, ownership or financing of rural single family or multifamily housing shall be eligible as an individual member of the Corporation. This category includes any builders, developers, managers, and financiers of such housing.

Section 3. Associate Members. Investors in rural rental housing projects, firms providing professional services to individual members such as lawyers, architects, market analysts, and accountants, and such other individuals or firms as the Board of Directors shall designate.

Section 4. State Affiliated Associations. Any state or multi-state organization may be eligible for membership to the Corporation as per the guidelines set forth by the Board of Directors.

Section 5. Further requirements. The Membership Committee shall establish additional rules, regulations, and requirements for admission to membership, if any, and such additional requirements shall become effective when approved at any regular meeting or any special meeting called for that purpose of the members of the Board. All applicants for admission for membership shall have the responsibility of furnishing sufficient evidence of experience to qualify them for admission in one of the five membership classes.

Section 6. Ethics. Any voting membership may be suspended or terminated, for cause. Sufficient cause for suspension or termination of voting membership shall include violations of these Bylaws, nonpayment of dues, noncompliance with the duly accepted “Code of Professional Ethics,” or violation of any lawful rule or practice adopted by the Corporation, or any other conduct prejudicial to the interests of the Corporation. Proceedings for suspension or expulsion of a voting member may be instituted by a petition to the Board of Directors in writing signed by any ten members, or by the Board of Directors on its own motion.

The President shall appoint a Hearing Board to evaluate the charges brought against the member. The Hearing Board will consist of five members, including two members of the Board of Directors, and three members of the Corporation who are not members of the Board. The Hearing Board shall conduct an informal hearing to evaluate the charges. At least 30 days notice shall be provided to the member against whom charges are brought as to the date of the hearing. The member shall have the opportunity to appear in person or by its representatives, and present any defense to such charges at the hearing.

The Hearing Board may either dismiss the charges or report to the Board of Directors that disciplinary action should be taken. In the latter event, the Board shall provide the member against whom the discipline is sought at least 15 days notice as to the date of the meeting of the Board at which the charges will be considered. The member may appear at the Board meeting to contest the recommendation of the Hearing Board. The affirmative vote of three-fourths (3/4) of the entire membership of the Board of Directors shall be required in order for a member to be suspended or expelled. A member¹s suspension/expulsion may be reconsidered by the Board with new evidence within one year of the final decision.

ARTICLE IV.

DIRECTORS

Section 1. Number and Authority. The affairs of the Corporation shall be conducted and managed by a Board of Directors (herein sometimes referred to as the “Board”) consisting of the officers of the Council and fifteen (15) directors. The Directors shall act only as a Board and individual directors shall have no power as such.

Section 2. Qualification and Election. Members of the Board of Directors shall be limited to paid-up members. They shall be elected for a term of two (2) years unless sooner removed, and until their successors are duly elected and qualified. At each meeting of the Corporation members shall elect a number of Directors equal to the number of vacancies resulting from expired terms, enlargement of the Board or any other reason. Beginning with Directors elected in 1984, no Director shall serve more than two (2) consecutive terms. Any Director who has served two (2) consecutive terms and who does not serve on the Board of Directors for one (1) year thereafter is again eligible for election.

Section 3. Removal of Directors. Any member of the Board of Directors may be removed without cause by a vote of three-fourths (3/4) of the members of the Board at a meeting of the Board.

Section 4. Vacancies. Any interim vacancy occurring for any reason in the Board of Directors shall be filled by the majority vote of the remaining members of the Board. The term of any director elected to fill a vacancy shall expire when the term of the person whom such director replaced would otherwise have expired.

Section 5. Chairman of the Board. The immediate past president of the Corporation shall serve as the Chairman of the Board and as a voting member of the Board of Directors ex officio.

Section 6. Other Ex Officio Members. In addition to the ex officio member provided in Section 5 hereof, all past presidents of the association shall serve ex officio on the Board of Directors. However, in addition to the Chairman of the Board, only the past president next immediate to the Chairman shall be entitled to vote.

ARTICLE V.

EXECUTIVE COMMITTEE: OTHER COMMITTEES

Section 1. Designation of Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate not less than three directors to constitute the Executive Committee. The designation of such Executive Committee and the delegation of authority to such Executive Committee, shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on it or him by law. No member of the Executive Committee shall continue to be a member thereof after he ceases to be a director of the Corporation. The Board of Directors shall have the power at any time to increase or decrease the number of members of the Executive Committee, to fill any vacancies thereon, to change any members thereof, and to change the functions or terminate the existence thereof.

Section 2. Powers of the Executive Committee. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be required by law, these Bylaws, or by resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the Corporation. The Executive Committee may also from time to time formulate and recommend to the Board of Directors for approval, general policies regarding the management of the affairs of the Corporation.

Section 3. Designation of Nominating Committee/Powers. The Nominating Committee shall consist of five (5) members of the Association chosen by the President representing geographic regions as well as the various classifications of membership. In addition to the appointed members, the outgoing President (if he is not a candidate for re-election) shall be Chairman of the Nominating Committee. The Committee shall have the power to nominate members of the Board of Directors as well as Officers of the association taking into account the need for balanced representation of the membership at large.

Section 4. Establishment of Other Committees. The President of the Corporation, with the concurrence of a majority of the Board of Directors, shall establish and appoint members to such other committees as may be required for the purposes of the Corporation. All committees shall report to the Board, and their action shall be subject to approval by the Board.

ARTICLE VI.

OFFICERS OF THE CORPORATION

Section 1. Elected Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers, assistant officers, and agents, as the Board of Directors may from time to time deem necessary. Any two or more offices may be held by the same person. Two or more officers in more than one capacity shall execute, acknowledge, or verify any instrument required by law, the Articles, or these Bylaws, to be executed, acknowledged or verified.

Section 2. Duties of Elected Officers. The elected officers shall have such authority and perform such duties in the management of the Corporation¹s affairs and activities as usually pertain to the offices they hold, as may be assigned to them by the Board, or as may be otherwise provided by these Bylaws, including but not by way of limitation the following:

a. President. The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the members and Board of Directors and shall have general and active management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts, or other instruments requiring a seal, under the seal of the Corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and shall have power and authority to perform all other duties usually incident to such office. No person shall serve as President for more than two consecutive one year terms.

b. Vice President. There shall be as many Vice Presidents as the Board of Directors shall from time to time determine are necessary. In the temporary absence or disability of the President, one of the Vice Presidents, designated by the President, shall perform such other duties as the Board of Directors shall prescribe.

c. Secretary. The Secretary shall attend all meetings of the Board of Directors, and record all votes and the minutes of all meetings in a book to be kept for that purpose. In the absence or disability of the Secretary, the President may appoint an Acting Secretary to perform these functions. The Secretary shall keep in safe custody the seal of the Corporation, and, when authorized by the Board of Directors, affix the seal to any instrument requiring it, and, when so affixed, it shall be attested by his signature or the signature of the Treasurer.

d. Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation. He shall keep a full and accurate record of all monies received and paid out and of all vouchers and receipts given therefore, in books belonging to the Corporation. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render an account of all his transactions as Treasurer and of the financial condition of the Corporation whenever called upon to do so. If required by the Board of Directors, he shall give the Corporation a Bond in such form and penalty, and with such surety or sureties as the Board of Directors may prescribe. In the absence of the Treasurer, his duties shall be performed by an Assistant Treasurer.

Section 3. Election of Officers. The officers of the Corporation shall be chosen at the annual membership meeting by the general membership. Each officer shall be elected by a majority of the votes cast, and may succeed himself in office. Unless otherwise sooner removed by the Board of Directors, the officers of the Corporation shall serve for a term of one (1) year and until their successors are elected and shall qualify. In the case of any vacancy in any office of the Corporation, the vacancy shall be filled by the Board of Directors including a permanent vacancy of the office of President.

ARTICLE VII.

MEETINGS

Section 1. Annual Meeting of the Members of the Corporation. A regular Annual Meeting of the Corporation shall be held at such place as may be designated by the Board of Directors in the months of March through June. Such meetings shall be held for the election of directors and officers and any other business which may be properly brought before it.

Section 2. Other Regular Meetings of the Corporation. In addition to the regular Annual Meeting of the Corporation, other regular meetings shall be held at such times and places as may be established by the members. At any regular meeting any matter may be brought before the meeting which is within the purposes and powers of the Corporation and in accordance with the charter and Bylaws, without special notice having been given otherwise herein provided.

Section 3. Special Meetings of the Corporation. Special meetings of the Corporation may be called by the President and shall be called at the request of ten percent (10%) of the members.

Section 4. Meetings of the Board of Directors.

a. Annual Meeting. A regular annual meeting of the Board of Directors shall be held in March through June of each year, or such other date not later than thirty (30) days thereafter as may be fixed by the President immediately following the meeting of membership. Such meetings shall be held for the consideration of any other business which may properly be brought before it.

b. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and in such place as the Board may establish.

c. Other Meetings. Other meetings of the Board of Directors shall be held at any time and at any place as may be from time to time determined by the President, or upon the request of three (3) members of the Board.

d. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of the Executive Committee of the Board, may be taken without a meeting if written consent to such action is signed by all of the members of the Board or of the Executive Committee, as the case may be, and such written consent is filed in lieu of minutes of such meeting.

Section 5. Meetings of the Executive Committee. Meetings of the Executive Committee may be held at any time and at any place as may from time to time be determined by the Executive Committee.

Section 6. Notice of Meetings. Notice of all regular and special meetings of the members of the Corporation shall be sent to all members at least twenty (20) days prior to the date thereof, specifying the time and place. Notices of the exact date, hour, and place of Annual Meeting of the Board of Directors shall be given to each member of the Board of Directors not less than twenty (20) days prior to the date of such meeting. Other meetings of the Board of Directors shall be preceded by written notice not later than ten (10) days prior to the date of such meeting. Meetings of the Executive Committee shall be preceded by the giving of informal notice in such manner as the Executive Committee may by resolution determine to be reasonable.

Section 7. Quorums. The members present in person at any regular or special meeting of the Corporation shall constitute a quorum, providing at least twenty-five percent (25%) of the membership entitled to a vote is present. All the meetings of the Board of Directors, the majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the entire Executive Committee shall be necessary to constitute a quorum for the transaction of any business of the Executive Committee. The act of the majority of the members present at such meeting at which a quorum is present shall be the act of the Executive Committee.

Section 8. Voting. Only paid-up members of the Corporation shall be entitled to vote at a meeting of the Corporation. A vote of a majority of those present in person shall be sufficient to take any action. Proxy voting shall only be allowed for a Board of Directors meeting subject to the final sentence of this section. The proxy must be signed by the absent Board member, and given to a specified Board member. No Board member may cast more than one proxy vote at the meeting. The person giving the proxy must designate the specific agenda items on which the proxy may be voted and may instruct the proxy holder on how the proxy should be voted or may grant voting discretion to the proxy holder. Notification of the identity of the proxy holder and the designated agenda items which will be voted upon shall be given to the Executive Director of the Corporation and announced by same at the start of the meeting. A majority of the members of the Board of Directors must be physically present at any duly constituted meeting of that body to take any action.

ARTICLE VIII.

CALENDAR YEAR

The calendar year of the Corporation shall be from January 1 to December 31 of each year.

ARTICLE IX.

CONTRACTUAL OBLIGATIONS: BOOKS AND RECORDS: MISCELLANEOUS

Section 1. Contracts, Checks, Notes, Etc. All checks, drafts, notes, bonds, bills or exchange, and orders for the payment of money, as well as contracts and agreements, shall, unless otherwise required by law or permitted by these Bylaws, be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2. Books and Records. Correct and adequate books and records of accounts and transactions and minutes of the proceedings of the members and Board of Directors shall be kept by the Corporation. The President of the Corporation shall cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and financial statement of operations for the preceding calendar year, and filed within ninety (90) days thereafter with the Secretary of the Corporation.

Section 3. Indemnification. Each officer, director and employee of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred by him in connection with any action, suit or proceedings, to which he may be made a party by reason of his being, or having been, an officer, a director, or employee of the Corporation, except in relation to matters as to which he shall be finally adjudged in such action, suit, or proceeding, to have been derelict in the performance of his duty as officer, or director, or employee; and the foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law.

Section 4. Dues. Membership dues may be established from time to time by the Board of Directors. Separate classifications of dues may be established for different classes of members.

Section 5. Gender. Reference to the masculine gender is for convenience only and shall be deemed to include the feminine.

ARTICLE X.

AMENDMENT OF BYLAWS

Section 1. Authority to Amend Bylaws. These Bylaws may be amended or repealed at any regular or special meeting of the Corporation provided that notice thereof be given in the call of the meeting. Amendments or repeal shall be made by the affirmative vote of a majority of the members of the Corporation present in person and entitled to vote at such meeting.

Section 2. Additional Rules. The Board of Directors shall be authorized to adopt additional rules for the government and operation of the Corporation, provided that such additional rules are not in conflict with the Chapter or Bylaws. Such additional rules, when adopted, shall be sent to each of the members and shall be effective when adopted until and unless revoked or amended by the members at the next regular or special meeting of the Corporation following the adoption of such rules.