Effective the 2nd day of January, 2009
ARTICLE I: NAMES & OFFICES
The name of this corporation shall be COMMUNITY HOUSING CONCEPTS, INC., (the “Corporation”). These Amended and Restated Bylaws amend and restate the existing Bylaws of the Corporation, which were adopted on March 15, 2008, in their entirety.
The principal office of the Corporation shall be located at 6795 E. Tennessee Ave., Suite 500, Denver, CO 80224. The Corporation may have such other offices, either within or outside the State of Colorado, as the Board (as hereafter defined) may designate, or as the business of the Corporation may require from time to time.
ARTICLE II: PURPOSES & OBJECTIVES
The Corporation is organized exclusively under and by virtue of the laws of the State of Colorado concerning nonprofit corporations and shall have and exercise all of the rights, powers and privileges granted to such corporations by those laws, as amended from time to time, subject to the restrictions and limitations contained in these Amended and Restated Bylaws. The purposes and objectives of the Corporation shall be to provide affordable housing to very low, low and moderate income residents more particularly set forth as follows:
1: To increase the quantity and quality of housing opportunities available to very low, low and moderate income families and individuals (including the elderly and the mentally and physically disabled) by preserving, creating, acquiring, rehabilitating and enhancing affordable housing units;
2: To assist families and individuals with limited financial resources by providing a decent, safe and secure living environment that respects the dignity of the residents and fosters a sense of community; and
3: To promote neighborhood stabilization and revitalization efforts by improving the quality and availability of housing alternatives for people with limited means thereby creating attractive, productive neighborhoods that instill a sense of pride in the people who live there.
ARTICLE III: MEMBERSHIP
Any person interested in the purposes and objectives of the Corporation shall be eligible to participate in the Corporation and its programs. The Corporation will have no formal membership
ARTICLE IV: DUES
There are no required annual dues.
ARTICLE V: OFFICERS AND TERMS OF OFFICE
The officers of the Corporation shall be a President, Secretary and Treasurer.
The term of office for the President shall be four (4) years and until a successor is elected. The Secretary and Treasurer will be elected for two (2) year terms and until their successors are elected. There is no limit on the number of terms served.
Vacancies of all elected offices shall be filled by a majority vote of the Board for the unexpired term.
ARTICLE VI: DUTIES OF OFFICERS
The President shall be the chief executive officer of the Corporation and have general supervision over its business affairs and its officers, agents and employees, subject to the supervision of the Board. The President shall organize agendas and preside at all meetings of the Board. The President shall serve as ex-officio member of all Committees. The President shall sign and execute in the name of the Corporation all deeds, contracts, and other instruments authorized by the Board, and may perform all other duties incident to the office of President and as may be assigned by the Board.
The Secretary shall consult with the President in preparing the agenda for all meetings of the Board. The Secretary shall maintain minutes of all Board meetings and shall be the custodian of the records of the Corporation. The Secretary shall perform all other duties incident to the office of the Secretary and such other duties as may be assigned by the Board and President.
The Treasurer shall have responsibility for all funds and securities of the Corporation. The Treasurer shall deposit all funds in the name of the Corporation and carry out the financial transactions of the Corporation upon approval of the President and Board as may be appropriate. The Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall prepare and present a report of all receipts and disbursements for Board meetings and meetings for the members of the Corporation.
ARTICLE VII: ELECTION OF OFFICERS & DIRECTORS
The Board of Directors (the “Board”) shall consist of Hud Karshmer, Martin Dimas, and Neal Bhamre. The Board shall annually hold a meeting at which it may elect additional persons to serve as directors of the Corporation. In the event the number of directors shall be reduced below the minimum number required by these Amended and Restated Bylaws, a special meeting of the Board shall be held to elect a new director/s. Each election shall be by secret ballot and majority vote shall control.
ARTICLE VIII: BOARD OF DIRECTORS
The Board shall constitute no fewer than three (3) individuals who shall elect a President, Secretary and Treasurer of the Corporation. Individuals shall be appointed to the Board in accordance with Article 7. No individual shall be entitled to compensation for services in their capacity as a member of the Board.
The purpose of the Board shall be to serve as the planning and managing body for the Corporation. The Board will approve or establish major administrative policies, including the budget, and perform duties that are specified in these Amended and Restated Bylaws.
The meetings of the Board shall be held at the call of the President or upon the call of the majority of the Board members. A minimum of one (1) meeting shall be held each year. Notice of the meetings shall be made to all Board members at least fourteen (14) days prior to the meeting. A quorum of the Board shall be a majority vote of the membership of the Board, and a majority vote of all Board members represented shall be necessary to conduct business. A majority of the directors present may adjourn the meeting from time to time without further notice.
The members of the Board shall be responsible for designating ad hoc committees of the Corporation, and members of the Board shall serve as the chairpersons of each committee.
Any member of the Board may participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all Persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members of the Board entitled to vote with respect to the subject matter thereof.
Any member of the Board may resign at any time by giving written notice to the President or Secretary of the Corporation. The resignation of any director shall take effect upon the receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE IX: COMMITTEES
The Board shall authorize and define the powers and duties of all committees. A member of the Board shall serve as the chairperson of each committee and shall report on such committee’s activities to the Board. Committee meetings shall be called at any time by the chair of the committee. A majority of the membership of any committee shall constitute a quorum at any meeting held by the committee. A majority vote of the quorum present shall be sufficient to transaction business.
ARTICLE X: AMENDMENT
These Amended and Restated Bylaws may be amended in whole or in part at any meeting when they are to be voted on. Such proposed amendment(s) requires two-thirds of affirmative vote of the Board.
ARTICLE XI: DISSOLUTION
If the Corporation ever dissolves or terminates its affairs the Board shall distribute its assets and none of its debts, to other organizations having similar purposes as the Corporation.
ARTICLE XII: FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of December in each calendar year.