Link to Procedure Manual
These are the new bylaws allowing for the incorporation of the RAB.
They were accepted at the quarterly meeting August 26, 2008.
1.1 Name. The name of this corporation is SACRAMENTO RESIDENT ADVISORY BOARD (“SRAB”).
1.2 Nonprofit Corporation. This corporation has been formed pursuant to the California Nonprofit Corporation Law as a public benefit corporation.
1.3 Principal Office. The principal office for the transaction of the activities and affairs of this corporation is located at 1725 “K” Street, #101, Sacramento, California. The Board of Directors may change the location of the principal office. Any such change of location must be noted by the Secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location.
1.4 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.
2.1 Not for Private Gain. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.
2.2 Charitable Purposes. The charitable purposes of this corporation are promoting the rights and welfare of public housing tenants through participating and representing the interests of public housing tenants in the planning and implementation of programs that affect them, serving as the liaison between public housing residents and the Public Housing Agency, serving as an advisory board to the Sacramento Housing and Redevelopment Agency (hereinafter referred to as “SHRA”), and the Housing Authority of the City and County of Sacramento (hereinafter referred to as the Housing Authority or “HA”) in all areas of HA operations, including but not limited to occupancy, general management, maintenance, security, resident training, resident employment, social services and modernization priorities, and carrying on such other charitable activities associated with these purposes as allowed by law.
2.3 Non-discrimination. It is the policy of the SRAB to comply fully with existing and subsequently enacted federal and state laws protecting the individual rights of applicants, residents, or staff. The SRAB shall not operate in any manner that will discriminate against an individual on the basis of age, color, disability, ethnicity, familial status, handicap, marital status, national origin, race, religion, sex, or sexual orientation.
4.1 Assets. The corporation’s assets are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of this corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c) (3).
5.1 Types of Members. There shall be five types of membership in the SRAB: (1) Executive Committee; (2) Governing Body; (3) Representative Panel; (4) Resident Committees; and (5), Associate Members.
5.2 Executive Committee. The Executive Committee (also referred to as the “Board of Directors” or the “Board”) shall oversee and be responsible for the daily operations of the SRAB. In addition, the Executive Committee shall represent all of the Residents of HA-operated developments and will act in an advisory capacity to convey concerns of the Residents to HA staff or to the Housing Commission.
5.3 Governing Body. The Governing Body is responsible for the general management and direction of the SRAB. The Governing Body shall elect Executive Officers, approve budgets and expenditures, and approve methods of fund raising.
5.4 Representative Panel. A Resident Representative Panel shall be elected to serve as resident liaisons to the Executive Committee. The purpose of the Representative Panel is to facilitate the free flow of information to and from the residents of the HA and to provide a broad spectrum of representation for those residents. The members of the Representative Panel shall be responsible to hold bi-monthly meetings, report to the Executive Committee, and to communicate with residents of the housing communities they represent.
The Representative Panel shall be comprised of one Representative Panel Member elected from each SHRA Conventional Housing community. In addition to each Representative Panel Member, each SHRA Conventional Housing community shall also elect an Alternate Representative Panel Member. The Representative Panel Members shall attend all Governing Body Meetings. In the event that a Representative Panel Member is unable to attend a meeting, the Alternate Representative Panel Member shall attend the meeting and may vote in place of the Representative Panel Member. If a Representative Member is absent from two (2) consecutive Governing Body meetings, without being excused (except in the event of illness or emergency in the family), he/she may be removed from office and the Alternate Representative Panel Member shall fill the vacancy.
All Representative Panel Members and Alternate Representative Panel Members must be from Conventional Housing, must be in good standing with the HA at the time of election, and must live in the area they are representing. If a Representative Panel Member or Alternate Representative Panel Member moves out of HA property or away from the area the he or she represents, the panel member shall be replaced. The Representative Panel shall elect from its members a chair, a vice chair and a secretary.
5.5 Resident Committees. The SRAB shall accept or create Resident Committees from the conventional public housing communities of the HA. Other similar committees shall be designated as Associate Committees. The conditions for the acceptance or formation of a committee and the rules of maintaining committees shall be as set fourth in the Resident Advisory Board - Committee Procedure Manual, as amended (hereinafter referred to as the Manual), incorporated by reference in its entirety hereto. Procedures for the election of officers, recall procedures, responsibilities of officers, and minimum accounting standards of the Resident Committees shall be as provided in the Manual. In addition, each Resident Committee shall designate a delegate and an alternate to attend Governing Body meetings. It is the responsibility of the alternate to attend meetings in place of the delegate if he/she is unable to attend. When substituting for the delegate, the alternate may vote in his or her place.
5.6 Associate Members. All residents of the HA who are not members of the Executive Committee, Governing Body, Representative Panel, or the Resident Committees may be Associate Members. Unless otherwise expressly provided by these Bylaws or resolution of the Governing Body, Associate Members shall be not-voting members and shall not be entitled to vote on any matters of the SRAB requiring a “Member” vote. Associate Members may sit on sub-committees but may not chair the committee or vote for the committee chair. The Executive Committee shall determine the price structure for Associate Membership.
6.1 Place of Meetings. Meetings shall be held at any place within Sacramento County either designated by resolution of the Governing Body or as provided in the notice of the meeting or, if not so designated, at the principal office of the corporation; provided, that any meeting location shall be required to be easily accessible to persons with disabilities.
6.2 Meetings by Telephone or Other. Any meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:
6.3 General Meetings. General meetings of the SRAB shall be held not less than quarterly.
6.4 Special Meetings. Special meetings of the SRAB, for any purpose or purposes, may be called at any time by the Chair or by any five (5) Governing Body Members, by filing a written request with the Secretary stating the time, date, location and purpose of the proposed meeting.
6.5 Notice of Meetings. SRAB, by and through its Secretary shall provide notice of the time and place of all general and special meetings to each Governing Body Member by:
All such notices shall be given or sent to the address or telephone number as shown on the corporation’s records.
Notices given by First-class mail, personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least seven (7) days before the meeting.
The notice shall state the time of the meeting and the location, if the location is other than the corporation’s principal office. Except in the case of a Special Meeting, the notice need not specify the purpose of the meeting.
6.6 Quorum. A quorum for any meeting shall consist of twenty-five percent (25%) of Governing Body Members. Every action taken or decision made by a majority of the Governing Body Members present at a duly held meeting at which a quorum is present shall be an act of the SRAB. A meeting at which a quorum is initially present may continue to transaction business, despite the withdrawal of some Governing Body Members from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
6.7 Waiver of Notice. Notice of a meeting need not be given to any Governing Body Member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Governing Body Member who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
6.8 Adjournment. A majority of the Governing Body Members present, whether or not a quorum is present, may adjourn any meeting to another time and place.
6.9 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Governing Body Members who were not present at the time of the adjournment.
6.10 Action without a Meeting. Any action that the Executive Committee or the Governing Body is required or permitted to take may be taken without a meeting if all Executive Committee or the Governing Body Members, as the case may be, consent in writing to the action. Such action by written consent shall have the same force and effect as any other validity approved action of the Executive Committee or the Governing Body. All such consents shall be filled with the minutes of the proceedings of the corporation.
6.11 Open Meetings. All general and special meetings shall be open to all residents and to the general public. Notwithstanding the foregoing, the Executive Committee may hold closed meetings in the event that the Executive Committee determines in its reasonable discretion that an open meeting may be detrimental or not in the best interest of the SRAB, for example, if the subject of the meeting is an ongoing negotiation and an open meeting would jeopardize the negotiation process.
7.1 Qualifications. All Executive Officers must be from Conventional Housing and in good standing with the HA at the time of election. In addition:
7.2 Election of Executive Officers. Each Executive Officer shall be elected by the Governing Body from its membership, for a three-year term. Notice shall be provided to the Members of the Governing Body for nominations and elections. The notice shall include a description of election procedures, eligibility requirements and/or dates of nomination and election.
7.3 Vacancies. Except in the case of a recall, in the event of a vacancy in any office because of death, resignation, or any other cause:
7.4 Recall/Removal of Officers.
7.5 Resignation. Any Executive Officer may resign at any time by giving written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.
7.6 HA Monitoring of Elections and Recalls. The SRAB shall submit to the HA for review for compliance with HUD requirements all elections and recall policies and procedures, and shall request and allow the HA to monitor and use an independent third party to oversee any and all elections of the SRAB.
7.7 Compensation. Executive Officers and members of committees of the Board may receive such reimbursement of expenses as the Governing Body may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted. Executive Officers shall not receive compensation for their services as directors or officers until such time as the Board establishes a conflict of interest policy. Thereafter, the Board may recommend by resolution compensation for any officer or director as the Board determines to be just and reasonable to the corporation, such resolution subject to ratification and approval by the Governing Body.
8.2 Chair. The Chair (also referred to as the “Chairman” or “Chairman of the Board”) shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs and officers. The Chair shall preside at meetings of the Executive Committee and the Governing Body, and shall exercise and perform such other powers and duties as the Board, Governing Body or Bylaws may assign from time to time, including but not limited to calling special meetings and appointing sub-committees.
8.3 1st Vice-Chair. If the Chair is absent or otherwise unable to perform the duties of the Chair, the 1st Vice-Chair shall perform all duties of the Chair, including but not limited to conducting meetings. When so acting, the 1st Vice-Chair shall have all powers of and be subject to all restrictions on the Chair. The 1st Vice-Chair shall have such other powers and perform such other duties as the Board or the bylaws may require.
8.4 2nd Vice-Chair/Parliamentarian. The 2nd Vice-Chair/Parliamentarian shall perform the duties of the Chair, in the absence or inability of the Chair and the 1st Vice-Chair to so act. When so acting, the 2nd Vice-Chair/Parliamentarian shall have all powers of and be subject to all restrictions on the Chair. In addition, the 2nd Vice-Chair/Parliamentarian shall present Bylaws, Code of Federal Regulations and all other applicable rules or regulations as provided for in the Manual as necessary for clarification or to resolve differing opinions relative to any procedural or administrative matter relative to the SRAB. The 2nd Vice-Chair/Parliamentarian shall have such other powers and perform such other duties as the Board or the bylaws may require.
8.5 Secretary. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Executive Committee may direct, a book of minutes of all meetings, proceedings and actions of the SRAB, and of the committees of the Board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual or special, and if special, how authorized; the notice given; the names of the persons present at the meetings; and the number of members present or represented at members’ meetings.
The Secretary shall keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of the Board, and of committees of the Board that these bylaws require to be given, including but not limited to all agendas, mailings, and notices. The Secretary shall have such other powers and perform such other duties as the Board or the bylaws may require.
8.6 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions and develop an annual operating budget describing proposed activities and estimated costs. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Executive Officer at all reasonable times.
The Treasurer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate; (ii) disburse the corporation’s funds as the Board may order; (iii) render to the Chair, the Board, and the Governing Body, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the Board or the Bylaws may require.
9.1 Authority of Chair and Executive Committee on Financial Matters. To the extent of and within the financial limitations as provided in the annual budget approved by the Governing Body, the Chair primarily, as the general manager, and the Executive Committee, as the Board of Directors, shall have the power, authority and discretion to make expenditures and obligate the corporation to the extent provided for in the budget approved by the Governing Body. The Chair and the Executive Committee shall exercise their discretion in the best interest of the corporation and the furtherance of its charitable purposes. The Chair and Executive Committee shall not take any action that would cause or obligate the corporation to exceed the permissible expenditures, obligations or other limitations of the approved budget without prior approval of the Governing Body.
9.2 Banking. The Executive Committee, acting on the corporation’s behalf, may open such bank accounts as may be necessary or appropriate to conduct the corporation’s activities and hold funds of the SRAB. All such bank accounts shall be at institutions recognized by the HA and the funds federally insured.
No Executive Officer or Governing Body Member of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s Executive Officers or Governing Body Members are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless:
The provisions of this Article shall not apply to a transaction that is part of a public or charitable program of this corporation if it is:
To the fullest extent permitted by law this corporation may indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in section 5238, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in section 5238 of the Corporations Code.
On written request to the Board by any person seeking indemnification under Corporations Code section 5238(b) or section 5238(c), the Board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses, incurred by a person seeking indemnification in defending any proceeding covered by these Bylaws, shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
The corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.
The corporation shall maintain adequate and correct books and records of account; and written minutes of the proceedings of the Executive Committee and Governing Body and all committees and sub-committees thereof.
Every Executive Officer shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the Executive Officer’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
These Bylaws may be amended by the majority vote of a quorum of the Governing Body, provided a copy of the proposed change or changes is posted in a conspicuous place at the principal office of the corporation and submitted to each Governing Body Member not less than fourteen (14) days prior to the meeting in which said vote shall be taken.
I certify that I am duly elected and acting Secretary of SACRAMENTO RESIDENT ADVISORY BOARD, a California nonprofit public benefit corporation; that these Bylaws, consisting of 12 pages, are the Bylaws of this corporation as adopted by the Board of Directors on __August 26, 2008__; and that these Bylaws have not been amended or modified since that date.
Executed on _August 27__, 2008, at __Sacramento__, California.
LISA BURTON, Secretary