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Article III. Board of Directors

1. Number of Directors. The Board of Directors shall consist of between four (4) and fifteen (15) persons.

2. Composition of the Board. The Board of Directors shall be composed of both Resident Members ("Resident Representatives") and Associate Members ("Associate Representatives").

2.1. A minimum of two (2) members of the Board of Directors shall be Resident Representatives, and Resident Representatives shall not make up more than 60% of the members of the Board of Directors.

2.2. A minimum of two (2) members of the Board of Directors shall be Associate Representatives, and Associate Representatives shall not make up more than 60% of the members of the Board of Directors.

3. Rules for Representatives.

3.1. Nomination of Representatives. For all regular elections subsequent to the first Annual Meeting of the Membership, Associate and Resident Representatives (“Representatives”) shall be nominated as follows:

3.1.1. Resident Representatives.

3.1.1.1. Resident Members may nominate Resident Representatives and Associate Representatives to the Board from among themselves or the General Membership at the Annual Meeting.

3.1.1.2. If, at the Annual Meeting, after the chair has called for nominations for Resident Representatives by Resident Members, there are an insufficient number of nominees for the Resident Representative positions to be filled, Associate Members may nominate candidates from among themselves or from among the Resident Members to fill such position(s). Except as provided in this paragraph, Associate Members may not nominate candidates for Resident Representatives.

3.1.2. Associate Representatives.

3.1.2.1. Associate Members may nominate Associate Representatives to the Board from among themselves at the Annual Meeting.

3.1.2.2. If, at the Annual Meeting, after the chair has called for nominations for Associate Representatives by Associate Members, there are an insufficient number of nominees for the Associate Representative positions to be filled, Resident Members may nominate candidates from among themselves or from among the Associate Members to fill such position(s). Except as provided in this paragraph, Resident Members may not nominate candidates for Associate Representatives.

3.2. Election of Representatives. Associate and Resident Representatives shall be elected by the General Members present and voting at the Annual Meeting or in Special Elections in accordance with the following procedures.

3.2.1. An Election Facilitator shall be chosen by the Board of Directors prior to the Annual Meeting, notice of which (including their name) shall be included in the pre-meeting notice and agenda sent to all General and Supporting Members. The role of the Election Facilitator is to preside over the election process, ensuring that all procedures are followed and that all members are able to equitably participate in running for Board election and in voting for Representatives.

3.2.2. Prior to the Annual Meeting, the Board of Directors shall appoint a Director to examine the upcoming vacancies on the Board, as well as its current composition in terms of Resident and Associate Members, and shall determine the numbers of Resident Representatives and Associate Representatives that need to be elected in order to fulfill the proportional requirements of Section 2 of this Article above. This information shall also be included in the pre-meeting notice and agenda sent to all General and Supporting Members.

3.2.3. At the Annual Meeting, a list of all candidates, and the membership classes for which they are running, shall be presented to the members present. Also presented shall be the minimum number of each type of representative that each member must vote for in order to fulfill the proportional requirements of Section 2 of this Article above.

3.2.4. All members present at the Annual Meeting shall vote by written ballot, listing the candidates of their choice within the parameters established by the Board according to Section 3.2.2 above and presented according to Section 3.2.3 above. The Election Facilitator, along with other volunteers, shall tabulate the votes and present the results later in the meeting.

3.2.5. Positions shall be filled by those candidates receiving the largest numbers of votes, though such numbers may constitute less than a majority of the total votes cast.

3.3 Special Elections

3.3.1 The sitting Board of Directors may call for Special Elections, which can be held at any General Membership Meeting. Notice, nomination and election procedures shall be followed according to the procedures set forth in Article II, Section 8 and Article III, 3.2

3.4. Vacancies.

3.4.1. Election to Fill Vacancies. If any Representative vacates their term or is removed from the Board, the remaining Directors (though they may constitute less than a quorum) may elect a person to fill the vacancy, or may, by unanimous agreement, decide to leave the position vacant until the next Annual Meeting of the Membership, provided the Board still includes at least one Representative in each category. Elections to fill vacancies shall be made by the remaining Directors according to decision making process specified in Section 5.4 of this Article.

3.4.2. Qualifications of Replacements. Any person elected to fill a vacancy on the Board of Directors must be one who can be reasonably expected to represent the interests of the constituents in the category (Resident or Associate) in which the vacancy occurs.

3.4.3. Term of Replacements. Replacement Representatives elected by the Board shall serve until the next Annual Meeting of the Membership, at which time the position will be filled by a person elected, according to the procedures described in Sections 3 and 4 of this Article, to serve out the remaining term of the person who has vacated the position, or, in the event such term has expired, to serve a full term.

3.5. Terms of Representatives.

3.5.1. Terms of First Elected Representatives. After the election of Representatives at the first Annual Meeting, each Representative shall be assigned, by mutual agreement or by lot, to a one-year or two-year term. In each of the two categories of Representatives, at least one one-year term and one two-year term will be assigned in this manner.

3.5.2. Terms of Successor Representatives. Except as otherwise provided in these Bylaws, each Representative shall serve a full term of two years.

3.5.3. Commencement of Terms. The term of office of a regularly elected Representative shall commence at the adjournment of the Annual Membership Meeting in which he or she is elected. The term of office of a Representative elected by the Board to fill a vacancy shall begin at the time of their acceptance of the position.

3.5.4. Re-election. No person shall serve as a Representative for more than three consecutive elected terms.

3.6. Resignation of Representatives.

3.6.1. Any Representative may resign at any time by giving written notice to the Convener. Unless otherwise specified, such resignation shall be effective upon the receipt of notice by the Convener.

3.6.2. A Representative shall be considered to have given notice of resignation and that person's position shall be declared vacant by the Board of Directors if that person fails to attend three consecutive meetings of the Board with the exception of emergency meetings, unless good cause for absence and continuing interest in participation on the Board are recognized by the Board. When a Representative has failed to attend three consecutive meetings, the Convener shall notify that Representative in writing that at the next regular Board meeting, their position will be declared vacant unless the Board determines that there has been good cause for the Representative's absences and that the Representative continues to be interested in participating on the Board of Directors. The notification by the Convener shall be mailed no later than seven (7) days prior to the Board meeting at which the position may be declared vacant. At this meeting, the Representative in question shall be given the opportunity to show good cause for absence from meetings and continuing interest in participating on the Board. The resignation of a Representative who has missed three consecutive meetings shall not become effective until the Board has declared the position vacant as provided herein.

3.7. Removal of Representatives. A Representative may be removed for good cause by the General Members of the Trust when such Representative is judged to have acted in a manner seriously detrimental to the Trust. However, before such removal can occur, the following procedure must be followed.

3.7.1. Written charges specifying the conduct considered to be detrimental must be signed by at least three General Members of the Trust and submitted to the Convener (or, if the Convener is the Representative charged, to the Vice Convener). Any General Members of the Trust may submit such charges.

3.7.2. The Convener (or Vice Convener) shall deliver or mail a copy of the charges to the Representative charged.

3.7.3. A Special Committee consisting of three General Members of the Trust shall be created to consider the charges. One member of the Committee shall be selected by the Board of Directors, but without the participation of the Representative charged, within ten days following the delivery or mailing of the charges to the Representative charged. In making its selection, the Board shall endeavor to select a person who will consider the charges without bias. No later than ten days following the Board's selection of the first member of the Committee, a second member may be selected by the Representative charged. In the event that the Representative charged fails to select a second member of the Committee within ten days, the Board may select a second member who, in the judgment of the Board, will consider the charges without bias. Within ten days following the selection of the second member of the Committee, the first and second members shall select a third member of the Committee. If the first and second members cannot agree upon a third member within this ten-day period, the Board shall select a third member.

3.7.4. The Special Committee shall hold a hearing, at which both the Representative charged and the Members who have filed charges may present evidence in the presence of the other. Following the hearing, the Committee shall prepare a written report of its findings and its recommendation for or against removal. The report shall contain a statement of how each member of the Committee Bylaws has voted. The report shall be completed and submitted to the Convener of the Trust no later than one month following the selection of the third member of the Committee. The recommendation of the Committee shall be made based on the decision-making process of the Board of Directors as in specified in Section 5.4 of this Article.

3.7.5. If the Committee recommends removal of the Representative, the recommendation shall be presented to the General Membership, which shall then have sole authority to decide the question of removal. A General Membership Meeting for this purpose shall be called by the Convener for a time no later than one month following the Convener’s receipt of the Committee's recommendation for removal. Notice of this meeting shall include a complete copy of the Committee's report.

4. Meetings of the Board of Directors.

4.1. Notice of Meetings. Except as provided below for emergency meetings, notice of a Board meeting shall be mailed to all Directors at least seven days prior to the meeting or shall be delivered in person at least five days prior to the meeting. Notice of every meeting shall include an agenda for the meeting.

4.2. Waiver of Notice. Any Director may waive any notice required by these Bylaws. Any Director who has not received notice of a Board meeting but has attended that meeting shall be considered to have waived notice of that meeting, unless he or she requests that his or her protest be recorded in the minutes of the Meeting.

4.3. Annual Meeting. The Annual Meeting of the Board of Directors may be held immediately following the Annual Membership Meeting and must be held no more than one month following the Annual Membership Meeting.

4.4. Regular Meetings. The Board of Directors shall meet no less often than every two months, at such times and places as the Board may establish.

4.5. Special Meetings and Emergency Meetings. Special meetings may be called by the Convener, by any three Directors, or by 10% of the General Members of the Trust. Notice must be given as provided above, unless any three Directors determine that the matter at hand constitutes an emergency. When so determined, an Emergency Meeting may be called on one-day notice. Notice of Emergency Meetings, including an announcement of the agenda, shall be given by telephone, email or in person to all Directors. At any Special or Emergency Meeting of the Board, only those matters included in the announced agenda may be acted upon unless all of the Directors are present at the meeting and unanimously agree to take action on other matters.

4.6. Business Outside of Meetings. Any business not explicitly delegated to an agent or officer of the Trust or not otherwise excluded in these Bylaws may be conducted by telephone or email poll of all Board Members following provision of information to the Board through notification at least ten (10) days prior to the poll.

5. Procedures for Meetings of the Board of Directors.

5.1. Open Meetings. All meetings of the Board of Directors shall be open to any General Member, unless the Board should decide at a previous meeting that the presence of General Members would be significantly detrimental to the mission and functioning of the Trust in decisions and discussions involving real estate negotiations and relationships between the Trust and any party who might be harmed by public discussion of matters relating to the relationship.

5.2. Notice of Meetings. Reasonable notice about meetings of the Board of Directors shall be given to all General Members.

5.3. Quorum. At any meeting of the Board, a quorum shall consist of no less than ¾ (75%) of the Board of Directors, provided that at least one Associate Representative and two Resident Representatives are present.

5.4. Decision-Making. With the exception of electing Representatives (the process of which is described in Article III, Section 3.2) decisions shall be made at Board of Director's Meetings by the consensus of the Board Members present, a quorum being assembled. This consensus decision-making process will be carried out according to a process adopted by the Board of Directors and recorded as part of Trust policy. In the event that unanimity in the consensus process is not attained, a decision shall be made by a 4/5 (80%) super-majority vote of the Directors present and voting, a quorum being assembled, except as otherwise provided in these Bylaws. Before a vote is held on any motion, the exact language of the motion shall be recorded by the Secretary and read to the Directors, and all Directors present shall have a reasonable opportunity to express their opinions on, and to propose modifications and amendments to, the proposition.

5.5. Minutes. Minutes of all Board meetings shall be recorded by the Secretary or by such other person as the Board may designate, and shall be approved by the Board at the next Board meeting. All minutes of Board meetings shall be kept on permanent record by the Trust and shall be open for inspection by any Member of the Trust.

6. Duties of the Board of Directors. The Board of Directors shall carry out the purposes of the Trust, implement the decisions of the General Membership, and be responsible for the general management of the affairs of the Trust in accordance with these Bylaws. Specifically, the Board shall:

6.1. Approve a written Annual Report to the Membership, and make this report available to all Members. This report shall include a summary of the Trust's activities during the previous year, the Trust's most recent financial reports, and a list of all real estate held by the Trust.

6.2. Drafting an annual budget prior to the beginning of each fiscal year, facilitating the process of approval of this budget by the General Membership, and approving any expenditures not included in the budget.

6.3. Select all officers of the Trust.

6.4. Supervise the activities of all officers, agents, and committees of the Trust in the performance of their assigned duties and investigate any possible conflicts of interest within the Trust.

6.5. Adopt and implement personnel policies providing for the employment of Trust staff.

6.6. Provide for the deposit of funds in accordance with Article IX of these Bylaws.

6.7. Determine by whom and in what manner deeds, leases, contracts, checks, drafts, endorsements, notes and other instruments shall be signed on behalf of the Trust.

6.8. Facilitate acquisition such parcels of land, with or without buildings and other improvements, through donation, purchase, or otherwise, as the Board shall determine that it is useful and prudent to acquire in furtherance of the purposes of the Trust.

6.9. Convey the right to use land, through leases, residency agreements or other limited conveyances, in accordance with the provisions of Articles V and VI of these Bylaws.

6.10. Convey ownership of housing and other improvements on the Trust's land to qualified lessees, as possible, in accordance with the provisions of Articles V and VI of these Bylaws.

6.11. Provide for the purchase of housing and other improvements on the Trust land from lessees who wish to sell or whose leases are terminated, at prices based on the "resale formula," in accordance with Article VI of these Bylaws

6.12. Develop the resources necessary for the operation of the Trust and for the acquisition and development of land and housing.

6.13. Assure the sound management of the Trust's finances.

7. Powers of the Board of Directors. In addition to the power to carry out the duties enumerated above, the Board of Directors shall have the power to:

7.1. Appoint and discharge advisors and consultants.

7.2. Create such committees or working groups as are necessary or desirable to further the purposes of the Trust. (Any Member of the Trust may be appointed to any committee. No committee may take action on behalf of the Trust except as authorized by the Board of Directors.)

7.3. Call special meetings of the Membership.

7.4. Approve the borrowing and lending of money as necessary to further the purposes of the Trust and in accordance with Article IX, Section 4 of these Bylaws.

7.5. Exercise all other powers necessary to conduct the affairs and further the purposes of the Trust in accordance with the Articles of Incorporation and these Bylaws.

8. Limitation on the Powers of the Board of Directors. Action taken by the Board of Directors on any motion for the assessment of membership dues, the removal of Directors, the sale of land, the establishment or alteration of the “resale formula," the amendment of the Articles of Incorporation or these Bylaws, or dissolution of the Trust shall not become effective unless and until such action is approved by the General Membership in accordance with these Bylaws.

9. Conflict of Interest. The Board of Directors shall adopt and maintain a Conflict of Interest Policy.

 

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