The name of this corporation shall be Section 8 Administrators Association, Incorporated.
The principle office of this corporation shall be located in the Commonwealth of Massachusetts at the office of the President.
The purpose for which the corporation is to formed is as follows:
- To promote cooperation among the administrators of Federal and State Public Housing Programs in the jurisdictions designated by the funding agencies.
- To exchange information relative to the operation of all federal and state housing programs.
- To offer guidance and general assistance to the administrators for better performance of their duties.
- To cooperate with other non-profit groups, housing authorities, federal, state and local government agencies, and other public agencies and instrumentalities in providing, fostering, promoting, improving, and implementing the proper administration of all federal and state housing programs.
- To promote, establish, provide, operate, and administer a method, program, or vehicle, including but not limited to a clearing house or other type of centralized administrative mechanism to assist in the improved operation of the federal and state housing programs, as well as to promote, establish, provide, operate and administer any mechanism or program foster, encourage, or assist the mobility/portability of participants in any said housing program.
- To purchase, sell, exchange, develop, construct, rehabilitate, manage and/or lease housing.
- Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions, to organizations that qualify as exempt organizations under Section (501)©(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law.
Any person serving as administrator of Federal and State programs or actively participating in the operation of the programs in any public housing authority is automatically eligible for membership. There shall be two classes of membership: Voting and Affiliate.
Voting Member - One person from each housing authority shall be designated by the authority. On matters coming before the Corporation only Voting Member may participate in the voting. In the absence of the designated Voting Member, One Member from the same authority may vote in his/her stead.
Affiliate – Any public or non-profit organization who is incorporated in the Commonwealth of Massachusetts and/or any firm or individual with a professional affiliation with a housing authority, redevelopment authority, community development or associated with urban planning, social service programming, non-profit housing, and related programs and who signifies interest in the purposes and activities of the Association, shall be eligible for affiliate membership upon payment of such dues as may be established by the Association as hereinafter provided. Affiliate members shall not have the right to vote or the right to hold office. The Board of Directors must approve eligibility for affiliate membership.
Upon accepting membership, each individual subscribes to and agrees to be bound by these By-Laws. Any member whose membership shall terminate for any reason shall forfeit thereby all interest in any and all funds, property, rights and interest belonging to the Corporation.
- The fiscal year of the Association shall be September 1 through August 31.
- The Section 8 Administrator’s Association Board shall vote any changes to the annual dues.
- Billing of members shall take place during the month of July or within 30 days of joining the Corporation, whichever is later. Payments should be made on or before the start of the Association fiscal year and shall be considered in arrears if payment is not made within sixty (60) days of the start of the fiscal year. After due notice, members with dues in arrears shall be removed from the membership rolls of the Association.
- Membership dues paid annually by an agency shall cover all persons employed by the Agency.
- Membership dues shall not include monthly meeting charges which are determined by the Board of Directors.
- The Board of Directors may terminate the membership of any person for failure to pay annual dues and/or other charges. Special assessments, in addition to the annual dues, may be imposed to finance specific undertakings of the Corporation by a two-thirds vote of all Members of the Corporation.
The Regular Annual Meeting of the Corporation will be held in June of each year at such time and place as shall be chosen by the Board of Directors. At the Annual Meeting, the Corporation shall receive and act upon the reports of officers and committees, and biannually elect officers and directors for the ensuing fiscal year commencing September 1, transact such other business as may properly come before the meeting.
A Meeting of the Board of Directors shall be held each month. Meeting dates or special meeting dates may be altered periodically by vote of the Board of Directors. At least six monthly meetings shall be held each year at such time and place as may be designated by the Board of Directors. Notice shall be given to each member at least ten days in advance of the date fixed for each meeting. By vote of the majority of the Board of Directors, upon application by ten or more members of the Corporation for a special meeting of the Association may be called by the President with approval of the Officers, for the consideration of problems affecting the membership and activities. Roberts’ Rules of Order shall control.
The officers of the Corporation shall be President, Vice President, Secretary and Treasurer. All officers shall serve for two years, or until their successors are elected, except as otherwise provided. Officers shall be eligible for re-election to the same office. A vacancy in any office, except that of President, shall be filled for the remainder of the fiscal year by a vote of the board of Directors. A vacancy in the office of President shall be automatically filled by the Vice President for the remainder of the term. A vacancy in the office of Vice President shall be filled by an election at the next regular board meeting. Officers shall not receive any salary for their services.
The Board of Directors shall consist of President, Vice President, Secretary and Treasurer and Eleven (11) directors at large. Beginning in June 2015, six board members will be elected for two year terms and in June 2016; five board members will be elected for two years. No more than two representatives from any Authority shall serve as a Director at any one time. Directors at large shall be eligible for re-election to the same office.
The Immediate Past President shall be considered and have the rights of a Director for two years. The founder, Peter M. McSwiggin, shall be considered and have all rights of a director as a permanent member of the Board.
The Board of Directors shall before the Regular Board Meeting in April of each year, appoint a Nominating Committee of at least three members who shall nominate the Officers and Directors for the upcoming year. They may nominate the Officers and Directors for the coming year. They may nominate more than one person for each office. The President shall be Chairman of this committee.
The Nominating Committee shall furnish to the Secretary two weeks prior to the Annual Meeting a list of nominations, which list will be sent to each member with a notice of the annual meeting. Other candidates may be nominated from the floor at the annual meeting and, upon proper seconding; such candidate shall be added to the list submitted by the nominating Committee.
Voting shall be written ballot if there is more than one candidate for any office. The President shall appoint three members who are not candidates for election to count the ballots and report to the meeting. The candidate receiving the majority of the votes cast shall be declared duly elected to the office for which he/she was nominated, for a term outlined in the by-laws, starting with the first day of the month following the election.
Board Members who resign, prior to term expiration, shall be replaced from the last election ballot accordingly to votes that they received on the ballot. If there are no names remaining on the previous ballots then the President can appoint a board member. If an election is necessary and for any election where there are two year and one-year openings, those board members elected with the fewest votes will become the one-year members.
BOARD OF DIRECTORS
During the first month of the fiscal year, the Board shall hold its first meeting. Meetings shall be held at least quarterly thereafter. The President shall preside at the meeting and the Secretary shall keep the minutes and records. Special meetings of the Board may be called by the President on 7-days notice of the place and time and purpose thereof, or shall be called by the President or the Secretary on the request of three Directors. Seven members of the Board shall constitute a quorum. Any director failing to attend three consecutive meetings may be removed by the Board (as directed), and a successor appointed by the Board.
In addition to the duties specifically stated in these By-Laws, the Board of Directors shall have the power to:
- Have a general direction of the affairs of the Corporation, do all lawful things and exercise all such lawful powers which will promote the objectives and purposes of the Association.
- Appoint such special committees as may be found necessary or desirable for the effective functioning of the Corporation.
- Bond such officers or they as may be necessary, in such amounts and with such sureties as may select committees’ members.
- Provide the manner of approving expenditures.
The President and/or the Vice President shall preside at all meetings of the Corporation and of the Board of Directors. He/she shall be a member ex-officio of all regular and special committees. The President and/or the Vice President shall execute all contracts and other legal documents in the name of the Corporation. He/she shall in general, perform all such other functions as pertain to the office of President.
The Vice-President shall perform the duties of the President in the absence of the President. In addition, he/she shall be ex-officio the Chairman of the Program Committee.
The Secretary shall keep a correct list of the names and addresses of all members. He/she shall record the minutes of all meetings of the Corporation and of the Board of Directors. He/she shall be the custodian of the Corporation records, except those pertaining to the Treasurer, and be custodian of the corporate seal. He/she shall send out notices of meetings, including copies of the minutes of the preceding meeting and of minutes of the Board of Directors. He/she shall perform other such duties as are assigned by the Board of Directors.
The Treasurer shall receive and disburse all monies due and belonging to the Corporation and shall deposit them in the name of the Corporation in such depositories as may be approved by the Board of Directors. He/she shall invest all funds not needed for current disbursements as may be directed by the Board. He/she shall pay all bills and make all other disbursements authorized by the Board, taking proper vouchers thereof.
All checks shall be signed by two of the following officers:
President, Vice President, Secretary, and Treasurer
The Treasurer shall keep full accurate accounts of all financial transaction of the Corporation in accordance with good accounting practices. He/she shall notify the Board of all delinquencies in the payment of dues and assessments by members. He/she shall render a full and complete report of the financial condition of the Corporation at each meeting of the Board of Directors and at the Annual Meeting.
Each Standing Committees of the Association shall be the Audit and Finance Committee, Membership and Marketing Committee, Nominating and Election Committee, Legislative Committee, Hospitality Committee and Program Committee.
The Audit and Finance Committee shall consist of up to three members appointed each year by the Board of Directors. Its duties shall be to review all financial reports including expense reports and provide recommendations to the Board on financial matters. The Treasurer shall make all financial records available to the Audit and Finance Committee at their request.
The Membership and Marketing Committee shall consist of at least four members appointed by the Board of Directors. Its duties shall be to promote the growth in membership of the Corporation by searching out eligible persons and encouraging them to apply for membership. It shall provide assistance to the Marketing Committee in developing material for publication, which will assist in this purpose. (Newsletter, Maintain Web Site, Brochures, and etc.).
The Nominating and Election Committee shall be as specified earlier in these By-Laws.
The Legislative Committee shall consist of the President and at least two members appointed by the Board of Directors. The Legislative Committee will be responsible to follow up on any new Policies.
The Hospitality Committee shall consist of one member appointed by the Board of Directors. The Hospitality Committee will be responsible to take photographs at each meeting and provide them to the marketing committee for inserts for publication in the newsletter/brochures, web sites and etc. The committee will also be responsible to send out special invitation to individuals at an upcoming event.
The Program Committee shall consist of the Vice President and at least four but not more than eight members appointed by the Board of Directors. The duties shall be determine and provide for each regular meeting, including such social activities as they find appropriate. The Committee shall elect a Chairperson for which that person can report to the Vice-President to be guided by the Board of Directors as to the types of programs to be arranged.
Except for the Nominating Committee, the newly installed Board of Directors shall make appointments immediately after the Annual Meeting.
Special Committees shall be appointed by the Board of Directors as the need arises, and shall dissolve as soon as their assignment is completed.
These By-Laws may be altered, amended or repealed at any regular board or special meeting of the members of the board by two-thirds of the Voting Members of the board present, provided that notice of such proposed action shall have been sent to each board member at least ten days before the date of such meeting.