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HomeMy WebLinkAbout2007-04-24 - Minutes - ArchiveMINUTES OF THE APRIL 24, 2007 REGULAR MEETING OF THE • HOUSING AUTHORITY OF THE CITY OF FAYETTEVILLE, ARKANSAS The Housing Authority of the City of Fayetteville, Arkansas met in Regular Session at 6:00 p.m., April 24, 2007, at the Sources office located 1918 Birch Ave., Fayetteville, AR. Richard Royal, Vice Chairperson called the meeting to order at approximately 6:15 p.m. Commissioners Present: Richard Royal, Deborah Olsen, Mark Kinion and Olivia Horn Commissioners Absent: Betty Turner Others Present: Fredia Sawin (Fayetteville Housing Authority) Old Business A. Update on Morgan Manor Housing Project -Ms. Sawin presented the bylaws for the Partners for Better Housing. These bylaws will need to be reviewed by the • board and changes made if necessary. At the first scheduled meeting the bylaws or amended bylaws will need to be adopted and goals made. Once Partners for Better Housing is up and going, Ms. Sawin will look into other housing to place at the Morgan Manor site. B. Update on Non -Profit 501 C3 (Partners for Better Housing) Status at IRS Level - See above. New Business A. Approval of Minutes of Previous Regular Meeting -Ms. Horn motioned to accept the March 20, 2007 Regular Meeting Minutes, seconded by Ms. Olsen and carried unanimously. B. Approval of March 2007 Financial Statements -Ms. Sawin reviewed the financial statements. Ms. Olsen motioned to accept the March 2007 Financial Statements, seconded by Ms. Horn and carried unanimously. C. Approval of Resolution No. 787 Accepting the Financial Audit Statements for Fiscal Year Ended September 30, 2006 -Ms. Sawin reviewed the audit with the board. Ms. Olsen motioned to accept Resolution No. 787, seconded by Ms. Hom and carried unanimously. D. Approval of Resolution No. 788 Resolution Authorizing the Expenditure of Funds to Complete the Project for Community Development Block Grant Awarded on July 10, 2006 -This item was added to the agenda. Ms. Sawin explained that the • reason for the resolution is to be able to get the addition done (Therapy Room) on the Willow Heights Head Start building and not lose the Community Development Block Grant of $26,300.00. Ms. Horn motioned to accept Resolution No. 788, seconded by Ms. Olsen and carried unanimously. E. Executive Directors Report -Ms. Sawin reviewed her written report. Ms. Sawin announced that the Section 8 Rental Assistance Program received an award for the SEMAP (Section 8 Management Assessment Program) as a high performer and scored 100%. Ms. Sawin reminded the board to review the bylaws for the nonprofit and make any necessary changes. These bylaws and any changes to them will be passed at the first meeting in June 2007. Mr. Kinion requested that the regular meeting time be changed as he can no longer make the 8:00 a.m. time frame. Mr. Kinion motioned to change the Regular Meeting to the third Tuesday of the month at 5:30 p.m., seconded by Ms. Horn and carried unanimously. Ms. Sawin will change the time with Fayetteville City Clerk's office and make sure Room 326 will still be available or another room. A meeting for the Partners for Better Housing was scheduled for Saturday, June 16, 2007 at 10:00 a.m. at the Sources building located at 1918 Birch Ave., Fayetteville, AR. Ms. Sawin also announced that the Housing Authority's Public Housing REAC score was upgraded to a 90% and moved the agency up to a high performer. Ms. Horn publicly thanked all the people involved and who gave donations to the Tower of Flowers Program at the Hillcrest Towers Building. F. Review and Discussion of Annual/5 Year Plan -This item was removed from the agenda. • There being no further business, meeting was adjourned. THE HOUSING AUTHORITY OF THE YET LE, ARKANSAS C CHAIRPE SON ATTEST: SECRETARY CI 0 RESOLUTION NO. 787 RESOLUTION ACCEPTING THE FINANCIAL AUDIT STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006 WHEREAS, The Board of Commissioners of the Fayetteville Housing Authority has received the financial audit statements for fiscal year ended September 30, 2006 and has reviewed them. NOW THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FAYETTEVILLE HOUSING AUTHORITY: That the Board of Commissioners of the Fayetteville Housing Authority accept the financial audit statements and forward them to the HUD offices for review. PASSED AND APPROVED THIS DAY OF 2007 i ATTEST: SECRETARY n LJ THE HOUSING AUTHORITY OF THE CITY OF FAYETTEVILLE, ARKANSAS CHAIRPERSON FAYETTEVILLE HOUSING AUTHORITY #1 North School Ave. Fayetteville, AR 72701-5928 PH: (479)521-3850 FAX: (479)442-6771 April 16, 2007 EXECUTIVE DIRECTOR'S REPORT 1. The Agency Plan Meeting has been scheduled for Tuesday, April 24th, 2007 at 6:00p.m. The location will be at Mr. Rich Royal's (Sources) office at 1918 Birch Ave., Fayetteville, AR. 2. Public Housing has 0 vacancies, 0 at Willow Heights, 0 at Lewis Plaza, 0 at Hillcrest Towers, and 0 at Morgan Manor. The Section 8 Program is full. The Shelter Plus Care Program has 10 participants and the Disaster Voucher Program has 5 participants. • 3. The Section 8 Voucher Program received an award of excellence from the Little Rock HUD Office. This award was presented at the Spring NAHRO meeting in Little Rock this past week. This award was given in recognition of exemplary performance for Fiscal Year September 30, 2006, under the Section 8 Management Assessment Program (SEMAP) for outstanding program management, as evidenced by an overall SEMAP score of 1000/a. A copy of this award is attached. 4. Mr. Chris Reed with our attorney (Jim Crouch's) office, has provided a copy of the proposed bylaws for Partner's for Better Housing to review and make changes. These bylaws will need to be passed at our first meeting in June 2007. Please review, copy attached. S. Lib Horn and Mark Kinion attended the Spring NAHRO meeting in Little Rock this past week. We will ask them to give a report on this meeting and what they have learned. I • Page 2 April 16, 2007 6. I will be out of town this week April 17th to 19th for an Asset Management training meeting in Little Rock. This training is free. It was advised by the HUD office that this training would greatly benefit our agency. 7. The Lindsey Balance Sheets and Budget Status reports for February, 2007 were not completed in time for this meeting and will be included in the next meeting. 0 • 0 • 0 Jg�NG 1N� �� * �Op ok LU z z o U, �® rba � JQ�Q d0 8p ANO I� U oyuuicuvLau Current Folder: Trash Compose Addresses Folders Options Search Help Calendar Filters • Message List I Delete • Previous I Next Subject: Partners for Better Housing From: "Chris Reed" <chrisreed@sbcglobal.net> Date: Wed, April 4, 2007 4:31 pm To: <fayettevilleha@moregti.net> Priority: Normal Frieda: I abs. , Va , Sign On Forward I Reply I Reply All View Full Header View Printable Version Per our telephone conference this afternoon, please find attached for your review a draft of the proposed Bylaws for Partners for Better Housing. Upon completion of your review of the same, please let me know whether you have any questions, changes, additions, etc. Chris R. Reed, JD, LL.M. Taxation CYPERT, CROUCH, CLARK & HARWELL P.O. Box 1400/111 Holcomb St. Springdale, AR 72765 (479) 751-5222/Fax (479) 751-5777 CIRCULAR 230 DISCLOSURE: In compliance with the requirments imposed by the IRS pursuant to IRS Circular 230, you are hereby informed that any U.S. Tax advice contained in the foregoing communication (including attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This Email is covered by the Electronic Comm. Privacy Act, 18 U.S.C. 55 2510-2521,and is legally privileged. The information contained in this Email is intended only for use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is prohibited. Download this as a file Attachments: untitled- 1.2 1.9k [ text/hunl ] download I view Declaration of Bylaws.pddf 34k [ application/pdf] download B ly aws.pddf 164k [application/pdf] download Previous I Nextl Delete & Prev Delete & Next Move to: I INBOX Move http://webmail.moregti.net/src/read_body.php?mailbox=Trash&passed_id=19&startMessa... 4/10/2007 PARTNERS FOR BETTER HOUSING. • DECLARATION OF BYLAWS I, Frieda Sawin, do hereby certify that I am the Executive Director of Partners for Better Housing, a Nonprofit Corporation duly organized and existing under and by virtue of the laws of the State of Arkansas, hereinafter referred to as "Corporation," and as such Executive Director I have full access to all of the original records of said Corporation, and I do hereby further certify that attached hereto is a true and correct copy of the Bylaws of "the Corporation, which were presented and unanimously adopted by the Board of Directors of Partners for Better Housing, and that the same have not been altered, amended or repealed, and that they are now in full force and effect. And I do hereby further certify that I am the duly authorized and proper officer of Partners for Better Housing to make certified copies of its records on its behalf. IN WITNESS WHEREOF, I have hereunto set my hand and seal as Executive Director of said Corporation this _ day of April, 2007. FRIEDA SAWIN, Executive Director • ACKNOWLEDGMENT STATE OF ARKANSAS ) )ss. COUNTY OF WASHINGTON ) BE IT REMEMBERED that on this day came before the undersigned Notary Public within and for the County aforesaid, duly commissioned and acting, Frieda Sawin, to me well known as the Executive Director of Partners for Better Housing, and stated that she had executed the above Declaration of Bylaws for the consideration and purposes therein mentioned and set forth. WITNESS my hand and seal as such Notary Public this _ day of April, 2007. My Commission Expires: r1 U NOTARY PUBLIC BYLAWS • of PARTNERS FOR BETTER HOUSING ANON -PROFIT CORPORATION ARTICLE 1 OFFICES 1.1 PRINCIPAL OFFICE: The principal office of the Corporation is located in Washington County, State of Arkansas. 1.2 CHANGE OF ADDRESS: The designation of the County or State of the Corporation's principal office may be changed by amendment of these Bylaws. Nevertheless, the Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws: New Address: • Dated: 20 1.3 OTHER OFFICES: The Corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate. ARTICLE, 2 NON-PROFIT PURPOSES 2.1 IRC SECTION 501(c)(3) PURPOSES: This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. • Page I of 1 • 2.2 SPECIFIC OBJECTIVES AND PURPOSES: The specific objectives and purposes of this corporation shall be a public -benefit corporation organized under Section 501(c)(3) of the Internal Revenue Code for the provision of pursuing local housing endeavors for low to moderate income families. ARTICLE 3 DIRECTORS 3.1 NUMBER: of up to Three (3) years and The Corporation shall have Four (4) Directors and collectively they shall be (1/3) of the authorized limitations in the Articles known as the Board of Directors. be taken or approved by 3.2 QUALIFICATIONS: Directors shall be of the age of majority in the State of Arkansas. 3.3 POWERS: of up to Three (3) years and Subject to the provisions of the laws of the State of Arkansas and any or her successor is elected and qualifies. Each year, One -Third (1/3) of the authorized limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation; the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under'the direction of the Board of Directors. 3.4 DUTIES: It shall be the duty of the Directors to: • A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; B. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the Corporation; C. Supervise all officers, agents, and employees of the Corporation to assure that their duties are performed properly; D. Meet at such times and places as required by these Bylaws; E. Register their addresses with the secretary of the Corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. i 3.5 TERM OF OFFICE: Each Director shall hold office for a period of up to Three (3) years and until his or her successor is elected and qualifies. Each year, One -Third (1/3) of the authorized Page 2 of 17 • • number of Directors shall be elected to serve on the Board of Directors. Each Director shall hold office until his or her successor is elected and qualifies. The maximum term of office is Six (6) continuous years. 3.6 COMPENSATION: Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance in accordance with this Corporation's conflict of interest policy, as set forth in Article 9 of these Bylaws. 3.7 PLACE OF MEETINGS: Meetings shall be held at the principal office of the Corporation unless otherwise provided by the Board or at such other place(s) including by electronic communication methods as may be designated from time to time by resolution of the Board of Directors. 3.8 REGULAR MEETINGS: Regular meetings of Directors shall be held on the I" day of each month, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. As this Corporation makes no provision for members, then, at the regular meeting of Directors held in May of each year, Directors shall be elected by the Board of Directors. Voting for the election of Directors shall be by written ballot. Each Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of • Directors to be elected shall be elected to serve on the Board. 3.9 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Executive Director, the Secretary, by any Two (2) Directors, or, if different, by the persons specifically authorized under the laws of the State of Arkansas to call special meetings of the Board. Such meetings shall be held at the principal office of the Corporation, or by electronic communication methods, or, if different, at the place designated by the person or persons calling the special meeting. 3.10 NOTICE OF MEETINGS: Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors: A. REGULAR MEETINGS: No notice need be given of any regular meeting of the Board of Directors. B. SPECIAL MEETINGS: At least One (1) week prior notice shall be given by the secretary of the Corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by Page 3 of 17 • • email, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the Director to be contacted shall acknowledge personal receipt of the facsimile or email notice by a return message or telephone call within Twenty -Four (24) hours of the first facsimile or email transmission. C. WAIVER OF NOTICE: Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of the State of Arkansas, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. 3.11 QUORUM FOR MEETINGS: A quorum shall consist of the majority of the members of' the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. 3.12 MAJORITY ACTION AS BOARD ACTION: Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, except for change(s) to these Bylaws. When change(s) to these Bylaws are being considered a majority of Seventy Percent (70%) of the Directors must support the change(s) at the next • regular board meeting. 3.13 CONDUCT OF MEETINGS: Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated, or in his or her absence, the Executive Director of the Corporation, or in his or her absence, or in the absence of each of these persons, by a chairperson chosen by a majority of the Directors present at the meeting. The secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors. 3.14 VACANCIES: Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any director; and (2) whenever the number of authorized Directors is increased. Any Director may resign effective upon giving written notice to the Chairperson of the Board, the Executive Director, the secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of the State of Arkansas. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Arkansas. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board Page 4 of 17 • may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office. 3.15 NON -LIABILITY OF DIRECTORS: The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. 3.16 INDEMNIFICATION BY CORPORATION BY CORPORATION OF DIRECTORS AND OFFICERS: The Directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of the State of Arkansas. 3.17 INSURANCE FOR CORPORATE AGENTS: Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law. ARTICLE 4 • OFFICERS 4.1 DESIGNATION OF OFFICERS: The Officers of the Corporation shall be an Executive Director, a Secretary, and a Treasurer. The Corporation may also have a Chairperson of the Board, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. 4.2 QUALIFICATIONS: Any person may serve as an Officer of this Corporation. 4.3 ELECTION AND TERM OF OFFICE: Officers shall be elected by the Board of Directors, at any time, and each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. 4.4 REMOVAL AND RESIGNATION: Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Executive Director or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section 4.4 shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the Corporation. Page 5 of 1 • • 4.5 VACANCIES: Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive Director until such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. 4.6 DUTIES OF THE EXECUTIVE DIRECTOR: The Executive Director shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the Executive Director shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. 4.7 DUTIES OF THE SECRETARY: The Secretary shall: A. Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. B. Keep at the principal office of the Corporation or at such other place as the Board • may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. C. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. D. Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation. E. Keep at the principal office of the Corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. F. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation. G. In general, perform all duties incident to the office of Secretary and such other Page 6 of 17 • • duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 4.8 DUTIES OF THE TREASURER: The treasurer shall: A. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. B. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. D. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. E. Exhibit C. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. D. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. E. Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefor. • G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. H. F. Render to the Executive Director and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. • G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. H. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 4.10 COMPENSATION: The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered to or for the Corporation. All officer salaries shall be approved in advance in accordance with this Corporation's conflict of interest policy, as set forth in Article 9 of these Bylaws. ARTICLE 5 COMMITTEES 5.1 EXECUTIVE COMMITTEE: The Board of Directors may, by a majority vote of its Page 7 of /7 • • members, designate an Executive Committee consisting of at least Two (2) board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below Two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. 5.2 OTHER COMMITTEES: The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board. 5.3 MEETINGS AND ACTION OF COMMITTEES: Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 6 • EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS 6.1 EXECUTION OF INSTRUMENTS: The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. 6.2 CHECKS AND NOTES: Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the Executive Director of the Corporation. 6.3 DEPOSITS: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 6.4 GIFTS: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the non-profit purposes of this Corporation. Page 8 of 17 0 • ARTICLE 7 CORPORATE RECORDS, REPORTS, AND SEAL 7.1 MAINTENANCE OF CORPORATE RECORDS: The Corporation shall keep at its principal office: A. Minutes of all meetings of Directors, committees of the Board, and, if this Corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; B. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; C. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; D. A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Corporation at all reasonable times during office hours. 7.2 CORPORATE SEAL: The Board of Directors may adopt, use, and at will alter, a • corporate seal. Such seat shall be kept at the principal office of the Corporation. Failure to affix the seal to Corporate instruments, however, shall not affect the validity of any such instrument. 7.3 DIRECTORS' INSPECTION RIGHTS: Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law. 7.4 RIGHT TO COPY AND MAKE EXTRACTS: Any inspection tinder the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. 7.5 PERIODIC REPORT: The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this Corporation, to be so prepared and delivered within the time limits set by law. ARTICLE 8 IRC 501(c)(3) TAX EXEMPTION PROVISIONS 8.1 LIMITATIONS ON ACTIVITIES: No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation Page 9 of 1 • (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Corporation • shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. 8.2 PROHIBITION AGAINST PRIVATE INUREMENT: No part ofthe net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation. 8.3 DISTRIBUTION OF ASSETS: Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. ARTICLE 9 CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES • 9.1 PURPOSE OF CONFLICT OF INTEREST POLICY: The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or any "disqualified person" as defined in Section 4958(0(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. 9.2 DEFINITIONS: A INTERESTED PERSON: Any Director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person. B. FINANCIAL INTEREST: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: I. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, 0 Page 10 of 17 2. A compensation arrangement with the Corporation or with any entity or • individual with which the Corporation has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 9.2(B)(3), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 9.3 CONFLICT OF INTEREST AVOIDANCE PROCEDURES: A DUTY TO DISCLOSE: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. B. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall • decide if a conflict of interest exists. C. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. r1 The chairperson of the governing board or committee shall, ifappropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. D. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY: If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the Page 11 of 17 • member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 9.4 RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS: The minutes of meetings of the governing board and all committees with board delegated powers shall contain: A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 9.5 COMPENSATION APPROVAL POLICIES: A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for Directors, Officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this Article as well as the preceding paragraphs of this section of this Article, the Board or a duly constituted compensation committee of the Board shall also comply with the following additional requirements and procedures: A The terms of compensation shall be approved by the Board or compensation committee prior to the first payment of compensation, B. All members of the Board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(0(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): Page 12 of 1 I. Is not the person who is the subject of the compensation arrangement, • or a family member of such person; 2. Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement; 3. Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement; Has no material financial interest affected by the compensation arrangement; and 5. Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. C. The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: I. Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources; 2. The availability of similar services in the geographic area of this organization; 3. Current compensation surveys compiled by independent firms; 4. Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the Board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. D. The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board or compensation committee that approved the compensation. Such documentation shall include: The terms of the compensation arrangement and the dale it was approved; 2. The members of the Board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member; 3. The comparability data obtained and relied upon and how the data was • Page /J of 17 obtained; • 4. If the Board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the Board or committee shall record in the minutes of the meeting the basis for its determination; • 5. If the Board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting; 6. Any actions taken with respect to determining if a Board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement). 7. The minutes of Board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or Sixty (60) days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the Board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the Board or committee. 9.6 ANNUAL STATEMENTS: Each Director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: A. Has received a copy of the conflicts of interest policy; B. Has read and understands the policy; C. Has agreed to comply with the policy, and D. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 9.7 PERIODIC REVIEWS: To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that couldjeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: 0 Page 14 of 1 A. Whether compensation arrangements and benefits are reasonable, based on • competent survey information, and the result of arm's-length bargaining; B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. 9.8 USE OF OUTSIDE EXPERTS: When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. ARTICLE 10 AMENDMENT OF BYLAWS 10.1 AMENDMENT: These Bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the Board of Directors as set out in Article 3, Section 12. ARTICLE 11 NON-DISCRIMINATION CLAUSE 11.1 All persons shall have equal access to programs, facilities, and admission without regard to personal characteristics not related to ability, performance, or qualifications as determined by the • Partners for Better Housing. policy or by state or federal authorities. Partners for Better Housing does not discriminate against any person because of age, ancestry, color, disability, or religion, sex, sex orientation, or veteran status. ARTICLE 12 CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. References in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Certificate of Incorporation, organizational charter, corporate charter, or other founding document of this Corporation filed with an office of this State and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. • Page 15 of 17 CERTIFICATE OF ADOPTION • The foregoing Bylaws of the Corporation have been duly adopted this _ day of April, 2007, by action of the Board of Directors of the Corporation pursuant to the laws of the State of Arkansas. IN TESTIMONY THEREOF, witness our hands and seals as the members of the Board of Directors of Partners for Better Housing on such date. • ACKNOWLEDGMENT STATE OF ARKANSAS ) )ss. COUNTY OF WASHINGTON ) Be it remembered that on this date came before me, the undersigned, a Notary Public within and for the County aforesaid, duly commissioned and acting, , to me well known as the members of the Board of Directors of Partners for Better Housing, who stated that they had executed the foregoing Bylaws as said members of the Board of Directors, and on behalf of, the Corporation, for the purposes mentioned and set forth therein. Subscribed and sworn to before me this day of April, 2007. NOTARY PUBLIC 0 Page 16 of 17 0 RESOLUTION NO. 787 RESOLUTION ACCEPTING THE FINANCIAL AUDIT STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006 WHEREAS, The Board of Commissioners of the Fayetteville Housing Authority has received the financial audit statements for fiscal year ended September 30, 2006 and has reviewed them. NOW THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FAYETTEVILLE HOUSING AUTHORITY: That the Board of Commissioners of the Fayetteville Housing Authority accept the financial audit statements and forward them to the HUD offices for review. PASSED AND APPROVED THIS DAY OF 2007 • ATTEST: SECRETAR 9 THE HOUSING AUTHORITY OF THE CITY AYETTEEV ARKANSAS CHAIR R CI RESOLUTION NO. 788 RESOLUTION AUTHORIZING THE EXPENDITURE OF FUNDS TO COMPLETE THE PROJECT FOR COMMUNITY DEVELOPMENT BLOCK GRANT AWARDED ON JULY 103 2006 WHEREAS, The Fayetteville Housing Authority was awarded funds for the Willow Heights Head Start Addition. The bids for this project came in at $8,000 over the awarded amount of $26,300. This project will need to be re -advertised for procurement, because of the funding issue and their HUD rules. And WHEREAS, the Community Development Block Grant representative has suggested that we will need to provide the additional funds ($8,000) to insure that this project does not again come in over budget and get reallocated to another project. NOW THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FAYETTEVILLE HOUSING AUTHORITY, THAT THE EXECUTIVE DIRECTOR BE GIVEN AUTHORIZATION TO EXPEND $8,000 IN FAYETTEVILLE HOUSING AUTHORITY OPERATING FUNDS TO INSURE • THAT THIS PROJECT GETS COMPLETED. THE COMMUNITY DEVELOPMENT BLOCK GRANT REPRESENTATIVE HAS ASSURED THAT ANY AMOUNT OF THIS $8,000 THAT IS NOT USED WILL BE RETURNED TO THE FAYETTEVILLE HOUSING AUTHORITY. PASSES AND APPROVED TH1S 671 �L DAY OFy 2007. ATTEST: i 0141 2� . L AKINGIUMV1116 9 THE HOUSING AUTHORITY OF THE CITY OF FAYETTEVILLE, ARKANSASS CH PERSON