Bylaws of the SCHC

ARTICLE I

Section 1: NAME

The name of this corporation is the Sonoma County Housing Coalition and may be referred to in these Bylaws as “The Coalition” or “Coalition” or “SCHC.”

Section 2: PRINCIPAL OFFICE

The Coalition shall have its principal office for transaction of business in the County of Sonoma, and State of California.

Section 3: CORPORATIONS WITHOUT MEMBERS

The Coalition shall have no voting members within the meaning of the California Nonprofit Public Benefit Corporation Law. The Coalition’s board of directors may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the Board finds appropriate.

Section 4: STATEMENT OF PURPOSE

This corporation is organized exclusively for charitable purposes within the meaning of Internal Revenue Code Section 501(c)(3) or the corresponding provision of any future United States Internal revenue law. Despite any other provision in these bylaws, the Coalition shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Coalition, and the Coalition shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Internal Revenue Code Section 501(c)(3) or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions to which are deductible under Internal Revenue Code Section 170(c)(2) or the corresponding provision of any future United States internal revenue law.

Further, no substantial part of the activities of the Coalition shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Internal Revenue Code Section 501(h); the Coalition shall not participate or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

In furthering its purpose, the Sonoma County Housing Coalition specifically plans to educate the community as to the absolute necessity for projects and public policies that support affordable and work force housing and its role in the maintenance of a just society, dynamic economy and protected environment.

Section 5: SERVICE AREA

The area to be served by the Coalition shall be the County of Sonoma.

Section 6: LIMITATION OF METHODS

The Coalition shall observe all local, state and federal laws, which apply to a nonprofit organization as defined in Section 501 (c) (3) of the Internal Revenue Code. The Coalition is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Benefit Corporation Law for public and charitable purposes.

ARTICLE II – DELEGATES

Section 1: DELEGATES NOT MEMBERS

The Delegates, as used herein, are not members within the meaning of the Nonprofit Corporation Law. Further, the Delegates do not have rights and obligations typical of a member in a membership organization. Delegates will have the rights and obligations expressly granted herein, as modified or amended by the Board of Directors.

Section 2: ELIGIBILITY

Any person, association, corporation, partnership, limited liability Company, nonprofit entity, trust, estate or other entity having an interest in the objectives of the organization shall be eligible to apply for delegate status with the SCHC.

Section 3: APPLICATION FOR DELEGATESHIP

Applications to be a delegate shall be in writing, on forms provided for that purpose, and signed by an authorized representative of the applicant. The Housing Consensus Council (defined below) shall review all applications and submit them to the current delegates at the earliest convenience with a recommendation for ratification. Final selection of new delegates shall be by the Housing Consensus Council at any meeting thereof. All applications shall be acted on within a timely fashion.

Section 4: DESIGNATED REPRESENTATIVE FOR EXERCISE OF PRIVILEGES

Any firm, association, corporation, partnership, limited liability Company, nonprofit entity, trust estate or other entity holding delegate status shall supply to the Coalition the name of a “designated representative” whom the holder desires to exercise the privileges of being a delegate covered by its subscriptions, and shall have the right to change its designated representative upon written notice. The person whose name is signed to the delegate application shall be presumed to be the designated representative of the delegate in the absence of such written notice.

Section 5: DUES

Any delegate to the Sonoma County Housing Coalition shall be required to contribute an annual amount in dues for the support of the organization. Dues shall be established by the Housing Consensus Council and ratified by the Delegates at the Housing Convention. The Housing Consensus Council may establish financial hardship qualifications for those seeking to have dues waived. Further, honorary delegate status may be conferred upon individuals by majority vote of the Housing Consensus Council.

Section 6: GOOD STANDING

Delegates who have paid the required dues in accordance with these bylaws, and who are not suspended, expelled or who have otherwise resigned, shall be delegates in good standing.

Section 7: VOTING

In any proceeding in which voting by delegates is called for, each delegate in good standing shall be entitled to cast one vote.

Section 8: TERMINATION

  1. Any designated representative and/or delegate may resign from the Coalition by written notice delivered to the Housing Consensus Council;
  2. Any designated representative and/or delegate may be expelled from the Coalition by a two-thirds vote of the Housing Consensus Council, at a regularly scheduled meeting thereof, for conduct unbecoming a delegate or prejudicial to the aims or reputation of the Coalition, after notice and opportunity for a hearing are afforded the delegate complained against.

ARTICLE III

DELEGATE MEETINGS

Section 1: DELEGATE CONVENTION

  1. The Convention of the Coalition shall be held within the County of Sonoma, California in a location that the Housing Consensus Council may designate, with a frequency of no less than once every two calendar years.
  2. The Chair of the Convention shall be chosen by the Housing Consensus Council prior to the convening of the SCHC Convention.

Section 2: SPECIAL MEETINGS OF DELEGATES

  1. A special meeting of the delegates /representatives may be called at any time by the Chair of the Housing Consensus Council or the Housing Consensus Council itself by majority vote.

Section 3: QUORUM AT CONVENTIONS

  1. A majority (50% of delegate roster on file with the SCHC two weeks prior to date of convention plus one delegate) of the delegates shall constitute a quorum for the transaction of business at any meeting of the delegates, specifically the SCHC Convention.
  2. The delegates present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough delegates to leave less than a quorum remaining, if any action taken (other than adjournment) is approved by at least a majority of the delegates initially required to constitute a quorum.

Section 4: MEETINGS OF STANDING COMMITTEES

The Chair of the Housing Consensus Council, or the Chair of the committee may call committee meetings at any time. A majority of the delegates on the said committee is a quorum of that committee.

ARTICLE IV – HOUSING CONSENSUS COUNCIL

Section 1: COMPOSITION OF THE HOUSING CONSENSUS COUNCIL

  1. The Housing Consensus Council shall be composed of no more than seventeen (17) Delegates and serve as the governing body of the Sonoma County Housing Coalition.
  2. Delegates shall be elected to the Housing Consensus Council by ………
  3. The Housing Consensus Council will include:

” The Chair of the most recent Convention;
” The Chair of the Public Advocacy Standing Committee and their appointee;
” The Chair of the Public Policy Standing Committee and their appointee;
” The Chair of the Land Use Standing Committee and their appointee;
” The Chair of the Finance Standing Committee and their appointee;
” One delegate from each of the four standing committees as elected by each standing committee (election of which will take place at the Housing Convention).
” Four other delegates from the roster of delegates

Section 2: THE COALITION’S BOARD OF DIRECTORS

The Housing Consensus Council shall serve as the Board of Directors for the SCHC.

Section 3: THE HOUSING CONSENSUS COUNCIL OFFICERS

  1. The Officers of the Housing Consensus Council will also serve as the officers of the SCHC.
  2. Upon it’s re-constitution at the SCHC Convention, the Housing Consensus Council shall elect its’ officers. The officers shall be elected by the majority vote of the Housing Consensus Council
  3. The SCHC Housing Consensus Council shall elect officers to the following officer positions:
    1. Chair
    2. Vice Chair
    3. Chief Financial Officer
    4. Secretary
  4. The Chair and Vice Chair position shall be held separately but the Chair and Vice Chair may at the discretion of the SCHC Housing Consensus Council serve also in the position of Secretary and/or Treasurer.

Section 4: DUTIES OF OFFICERS

  1. Chair of the Housing Consensus Council.
    1. The Chair shall serve as the chief executive officer of the Coalition and shall preside at all meetings of the Housing Consensus Council.
    2. The Chair may, with advice and consent of the SCHC Housing Consensus Council, all committees subject to recommendations from Standing Committee membership.
  2. Vice Chair of the Housing Consensus Council.
    1. The Vice Chair shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair. The Vice Chair shall succeed to the office of Chair in the event of vacancy in that office, until such time as the SCHC Housing Consensus Council appoints a successor.
  3. Chief Financial Officer.
    1. The Chief Financial Officer shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair and Vice Chair.
    2. The Chief Financial Officer shall be responsible for the safeguarding of all funds received by the Coalition and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Housing Consensus Council. The Chief Financial Officer shall present a financial report in the form approved by the Housing Consensus Council from time to time, but at least yearly, and as deemed necessary by the Housing Consensus Council. These reports will be made available to the entire current delegate roster in written and electronic form.
  4. Secretary.
    1. The Secretary shall exercise the powers and authority of the Chair in the absence of the Chair, Vice Chair and Chief Financial Officer.
    2. The Secretary will maintain minutes of the SCHC Housing Consensus Council meetings and will assure the timely dissemination of those minutes to the full current delegate roster.
    3. The Secretary will draft appropriate correspondence and execute appropriate certificates at the direction of the SCHC Housing Consensus Council or the Chair unless the Chair delegates said responsibility to some other agent.

Section 5: HOUSING CONSENSUS COUNCIL MEETINGS

  1. The Housing Consensus Council may, at any time by majority vote, change the scheduled meeting date.
  2. Special meetings of the Housing Consensus Council may be called by the Chair of the Housing Consensus Council provided that notice shall be given to each Housing Consensus Council member stating the time, place and the purpose of the meeting, including an agenda, not less than three days preceding the meeting, if notice is written, or four hours if notice is electronic or by telephone.
  3. To better broaden the participation with the entire delegate roster, appropriate prior notice to Consensus Council meetings will be disseminated by electronic or other means.

Section 6: INDEMNIFICATION

The Coalition may, by resolution of the Housing Consensus Council, provide for indemnification by the Coalition of any and all of its officers or former officers in the same manner in which it provides for indemnification of Housing Consensus Council Members as set forth in Article IV Section 11 of these Bylaws. The Housing Consensus Council is to review its capability to do so as appropriate.

Section 7: ASSUMPTION OF OFFICE

All newly-elected or appointed Housing Consensus Council members shall assume the duties of office on the first meeting of the Housing Consensus Council following their election or appointment and shall be participating members of the Housing Consensus Council thereafter, replacing those Housing Consensus Council members whose terms have expired. They shall serve until their terms expire at the conclusion of the next Housing Convention.

Section 8: QUORUM OF HOUSING CONSENSUS COUNCIL

At any regular or special meeting of the Housing Consensus Council, a majority of the Housing Consensus Council members (9 members) shall constitute a quorum.

Section 9: VOTING OF HOUSING CONSENSUS COUNCIL DELEGATES

  1. Housing Consensus Council members may vote on matters before the Housing Consensus Council in person or telephonically by permission of the Chair except to cast Blocking Votes (See section B).
  2. Vote Types:
    1. Aye votes: Support of action being discussed.
    2. Nay Votes: Opposed to the proposed action being discussed.
    3. Block Votes: Housing Consensus Council members in specific project matters may issue blocking votes, however, they must be physically present at the meeting in order for these votes to have validity. Any two Housing Consensus Council members who issue a blocking vote on a project will prevent that project from being supported.
    4. Neutral or abstain: Takes no position on an issue or is unable to vote on a matter before the SCHC Housing Consensus Council.

Section 10: VACANCIES

  1. The Housing Consensus Council will develop policies regarding maintenance of membership to the Housing Consensus Council including attendance and shall develop grounds for removal from the Housing Consensus Council.
  2. Vacancies on the Housing Consensus Council or among the officers shall be filled by appointment of the Chair of the Housing Consensus Council, subject to confirmation by the Housing Consensus Council.

Section 11: POLICY

The Housing Consensus Council is responsible for establishing operating procedures of the Coalition. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a written or in an electronic policy manual, to be reviewed and revised as necessary. The Housing Consensus Council at its discretion may delegate policy-setting authority on specific areas to standing or ad hoc committees.

Section 12: MANAGEMENT

The Housing Consensus Council may appoint such operating staff as needed to accomplish the goals and efforts of the SCHC.

Section 13: INDEMNIFICATION

The Coalition by resolution of the Housing Consensus Council shall provide for indemnification by the Coalition for any and all of its Housing Consensus Council members or former Housing Consensus Council members, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been Housing Consensus Council members of the Coalition, except in relation to matters as to which such Housing Consensus Council member shall be found culpable based on the existence of gross negligence or misconduct.

ARTICLE V – COMMITTEES

Section 1: STANDING COMMITTEES

There shall be four committees established by these bylaws that shall collectively be known as Standing Committees. They are:

  1. The Public Advocacy Standing Committee whose function shall be
  2. The Public Policy Standing Committee whose function shall be
  3. The Land Use Standing Committee whose function shall be
  4. The Finance Standing Committee whose function shall be

Section 2: APPOINTMENT AND AUTHORITY

  1. Whenever reasonably possible the Standing Committee chairs shall be chosen from a list of delegate members of the respective committee.
  2. The Chair of the Housing Consensus Council with the approval of the Consensus Council shall also be empowered, to create such Ad Hoc Committees as deemed necessary and desirable to carry out the mission of the Coalition. The Chair shall have the authority to appoint members to and leaders of such Ad Hoc Committees.
  3. All committee members and leaders, whether related to Ad Hoc Committees or Standing Committees, shall serve at the will of the Chair of the Consensus Council, and their terms shall be concurrent with [that of the appointing Chair, unless a different term is approved by the Housing Consensus Council.
  4. It shall be the function of all committees to make recommendations to the Housing Consensus Council, and to carry on such activities as may be delegated to them by the Housing Consensus Council.

Section 3: LIMITATION OF AUTHORITY

  1. No action by any delegate, committee member or chair, employee, or Housing Consensus Council member, shall be binding upon, or constitute an expression of the policy of, the Coalition until it shall have been approved or ratified by the Housing Consensus Council.
  2. Except for Standing Committees, Committees shall be discharged by the Chair of the Housing Consensus Council when their work has been completed and their reports accepted, or when, in the opinion of the Housing Consensus Council, it is deemed wise to discontinue the committee(s). Standing committees may be discharged only by an amendment to these Bylaws.

Section 4: TESTIMONY

Once committee action has been approved by the Housing Consensus Council, it shall be incumbent upon the committee Chairs or, in their absence those whom they designate as being familiar enough with the issue, to give testimony to, or make presentation before civic and governmental agencies. However, the primary spokesperson for the Coalition shall at all times be the Chair of the Housing Consensus Council unless the responsibility has been specifically delegated.

Section 5: COMMITTEES

  1. The Housing Consensus Council may create such councils, divisions, bureaus, departments or subsidiary corporations, as it deems advisable to handle the work of the Coalition.
  2. The Housing Consensus Council shall authorize and define their powers and shall annually review and approve all activities and proposed programs of such councils, divisions, bureaus, departments, or subsidiary corporations, including collection and disbursement of funds.
  3. No action or resolution of any kind shall be taken by councils, divisions, bureaus, departments, or subsidiary corporations having bearing upon or expressive of the Coalition, unless approved by the Housing Consensus Council.
  4. The Housing Consensus Council’s role is to be defined by resolution of the Housing Consensus Council and reviewed and approved at the convention.

ARTICLE VI – FINANCES

Section 1: FUNDS

Funds received (including dues) by the Coalition, unless expressly designated, shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account or other accounts as approved by the Housing Consensus Council.

Section 2: DISBURSEMENTS

Upon approval of the budget, all authorized signers on behalf of the Coalition are authorized to make disbursements from accounts for expenses provided for in the budget without additional approval of the Housing Consensus Council. Disbursement shall be by check.

Section 3: FISCAL YEAR

The fiscal year of the Coalition shall be a calendar year.

Section 4: BUDGET

As soon as possible after the election of the new Housing Consensus Council and officers an annual budget will be adopted to be ratified by the Housing Consensus Council.

Section 5: AUDIT

The accounts of the Coalition shall be audited, as the Housing Consensus Council deems necessary but no less than once within every two fiscal years. The audit shall be available to delegates of the organization in either written form or by electronic means and kept on file with all other SCHC organizational records.

Section 6: BONDING

Officers and staff, as the Housing Consensus Council may by resolution designate, shall be bonded by a fidelity bond in the amount set by the Housing Consensus Council and paid for by the Coalition.

ARTICLE VIII – DISSOLUTION

Section 1: PROCEDURE

  1. The Coalition shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and the Articles of Incorporation, and no part of said funds shall inure, or be distributed, to the delegates of the Coalition. On dissolution of the Coalition, any funds remaining shall be distributed to one or more regularly-organized and qualified charitable, educational, scientific or philanthropic organizations as those terms are defined under Internal Revenue Code Section 501 (C) (3), or Coalitions and similar organizations as defined in Internal Code Section 501 (C) (6).
  2. The selection of any such organization and the distribution and the disbursement of funds shall be made by the last duly constituted Housing Consensus Council or such persons as may be duly appointed to preside over the dissolution of the corporation under the provisions of the California Corporations Code. In effecting such distribution, organizations providing services within the area served by the Coalition, as defined in Article 1 Section 3 of these bylaws, shall be preferred.

ARTICLE IX

Section 1: PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Articles of Incorporation or Bylaws of the Coalition.

ARTICLE X – AMENDMENTS

Section 1: REVISIONS

These Bylaws, other than a Bylaw fixing or changing the authorized number of Housing Consensus Council members, may be amended or altered by 2/3 of Current Housing Consensus Council membership. These Bylaws may be amended or altered by a majority of the delegates at any regular or special meeting.