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The name of the Corporation is People United for Sustainable Housing, Inc. (the Corporation).
The principal office of the Corporation in the State of New York will be located in the City of Buffalo, County of Erie. The Corporation may have such other offices, either within or without the County of Erie, State of New York, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
The fiscal year of the Corporation is the calendar year.
The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents will not affect the validity of such document.
The Corporation will have two classes of Members. The designation of such classes and the qualifications and rights of the Membership of such classes will be as follows:
Individuals residing in Erie or Niagara Counties, at least 18 years of age, who meet the criteria for Membership set by the Board of Directors.
Organizations with a primary business address in Erie or Niagara counties who meet the criteria for Membership set by the Board of Directors. Excluding charitable entities (as defined by 13 NYCRR 90.2) , At least 51 percent of Organizational Members must be owned or controlled by individuals who meet the criteria for Individual Membership.
Member applications will be approved by the board under the supervision of the Executive Director.
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by each class of Member.
Forty-five days prior to the Annual Meeting, the Executive Director will establish a list of all Members entitled to notice of or to vote at the Annual Meeting. The Executive Director will examine the records of the Corporation to determine the Members who have paid Annual Dues within the 365 days prior to the Membership Record Date.
When any Member of any class is in default in the payment of dues for a period set by Section 4 above, their Membership may thereupon be terminated by the Board of Directors in the manner provided in Article II.7 below.
Each Member will be entitled to one vote on each matter submitted to a vote of the Members. Organizational Members must designate one person to represent the Organizational Member. No one person may vote as both an Individual Member and as a representative of an Organizational Member.
A Member’s Membership may be suspended or terminated for cause after an appropriate hearing by either a two-thirds affirmative vote of the Board of Directors, or by affirmative majority vote of Members present at any appropriately constituted Member meeting. A Member’s Membership will also be terminated if a Member becomes ineligible for Membership or for non-payment of dues for the period fixed in Article II.4 of these Bylaws.
If a Member has been Terminated as described in Article II.7., the Member may reapply for membership by submitting a Membership Application to the Secretary, who will request approval from the Executive Director and submit the application either to the Membership for majority approval at an appropriately constituted meeting, or to the Board of Directors for a two-thirds affirmative vote. The Membership or Board of Directors may condition the reinstatement upon such terms as they deem appropriate.
Any Member may resign by filing a written resignation with the Secretary.
Membership in this Corporation is not transferable.
The Board of Directors may provide for the issuance of certificates evidencing Membership in the Corporation, which will be in such form as may be determined by the Board. Such certificates will be signed by the Chairperson and by the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation.
When a Member has been elected to Membership and has paid any initiation fee and dues that may then be required, a Certificate of Membership may be issued in their name and delivered to them at the direction of the Executive Director.
The membership will never be comprised of fewer than three persons.
An Annual Meeting of the Members will be held, in December or at a time and date specified by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors is not held at the Annual Meeting, or at any adjournment of the Meeting, the Board of Directors will cause the election to be held at a Special Meeting of the Members as soon it can be conveniently scheduled.
Special meetings of the Members may be called by the Chair, the Board of Directors, or not less than one-tenth of the Members having voting rights.
The Board of Directors may designate any place in Erie or Niagara counties in the State of New York, as the place of meeting for any special Members’ meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting will be the principal office of the Corporation in the State of New York.
Written or printed notice stating the place, day, and hour of any meeting of Members will be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than 10 nor more than 30 days before the date of such meeting, by or at the direction of the Chair, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called will be stated in the notice. If mailed, the notice of a meeting will be deemed to be delivered when deposited in the United States mail addressed to the Member at their address as it appears on the records of the Corporation, with postage prepaid.
Any action required by law to be taken at a meeting of the Members, or any action that may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Members entitled to vote with respect to the subject matter.
The Members holding twenty-five percent (25%) of the votes that may be cast at any meeting will constitute a quorum at such meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by their duly authorized attorney in fact. No proxy will be valid after 30 days from the date of its execution, unless otherwise provided in the proxy.
Where Directors or officers are to be elected by Members, such election may be conducted by mail in such manner as the Board of Directors will determine.
In supporting the mission of the Corporation, each Member will conduct themselves in a manner that reflects the importance of the Corporation to the community. This includes support for the values, actions, and initiatives of the Corporation, and civility to fellow Members, Directors, employees, and volunteers at all times
When making public statements, Members should be clear that while they are Members of the Corporation, they are not a spokesperson for the Corporation unless specifically designated as a spokesperson for the Corporation by the Executive Director.
In no way will this “Member Code of Conduct” be construed to limit or sanction robust, substantive and appropriate participation of any Member.
The Board has general power to control and manage the affairs, property, and interests of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and these bylaws.
If the Board of Directors has appointed an Executive Director, the Executive Director may participate in the Board of Directors ex-officio and has no vote.
Prospective Directors will be nominated by a current Director or Member at least 60 days prior to the Annual Meeting. Each candidate will be elected to the Board of Directors by written ballot and must receive a majority of votes cast for their position. If the ballot contains more candidates than available positions, the candidates with the highest total vote counts will be elected to the Board to fill the available positions. The Board may appoint a committee to interview candidates, certify nominations and candidacies, and supervise the election process.
The elected Directors of the Corporation will be elected for two-year terms at the Annual Meeting of the Members, with approximately half of the Board being elected each year in staggered classes. Each Director will hold office until the second Annual Meeting of the Board following their election, and until their successor will have been elected and qualified, or until their death, resignation, or removal.
The Board of Directors may appoint these Directors for one-year terms.
Meetings of the Board of Directors may be held at any time and place as the Board may from time to time fix. The presiding officer may determine the order of business and all other matters of procedure at every meeting of Directors.
Notice of meetings will specify the place, day, and hour of meeting and may be delivered to each Director in person or by email, telephone, facsimile, or mail at least five days before the day for which the meeting is scheduled. The purpose of the meeting need not be specified except when called to remove a Director. To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by email, facsimile, or telephone, or given personally, no less than 48 hours before the time at which such meeting is to be held, unless the meeting must be held within 48 hours. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If emailed, such notice will be deemed to be delivered when sent to the address on record with the Corporation, with no record of failed delivery.
Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice before the meeting’s end. No notice need be given of any adjourned meeting. Waiver of notice sent by email must be able to be reasonably determined to be sent by the board member.
An Annual Meeting of the Board will be held in the month following the Annual Meeting of the Members.
The Board may meet at other times in the calendar year in addition to the Annual Meeting at times and places to be determined by the Board, but no less than three times per year.
Special meetings of the Board will be held whenever called by the chair, vice chair, secretary, or treasurer, or any two other directors at such time and place as may be specified in the respective notice or waivers of notice.
A majority of the Board of Directors will constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Directors as such will not receive any stated salaries for their services, but by resolution of the Board of Directors any Director may be indemnified for expenses and costs, including attorneys’ fees, actually and necessarily incurred by them in connection with any claim asserted against them, by action in a court or otherwise, by reason of their being or having been such director, except in relation to matters as to which they will have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. For the purposes of the provisions hereof regarding reimbursement and indemnity, references to “the Corporation” include all entities to which the Corporation is a controlling Member.
A Director may be removed by a two-thirds (2/3) vote of the remaining Directors at any meeting with a quorum of Directors, or by a vote of a majority of Members then entitled to vote.
No director will be personally liable for any debt, obligation or liability of the corporation.
The Board may appoint such employees and other agents as it will deem necessary, each of whom will hold office at the pleasure of the Board, and will have such authority and perform such duties and receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective titles, terms of office, authorities, and duties.
All Directors, officers, and those with the power to bind the Corporation will complete or update the conflict of interest certification in the month of January.
In addition to duties under the Non-Profit Corporations law, all Directors will conduct themselves in a manner that reflects their role as a leader of the Corporation. In particular, this requires non-disparagement of the Corporation and civility to Members, fellow Directors, officers, employees, and volunteers at all times. At all times the Directors will strive for a respectful and honest environment, without abuse or rancor. In no way will this Code of Conduct be construed to limit or allow for the sanction of robust, substantive, and appropriately critical comments to fellow Board Members and others.
The officers of the Corporation will be elected annually by the Board of Directors at the regular Annual Meeting of the Board of Directors. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer will hold office until their successor will have been duly elected and will have been qualified.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.
A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The chairperson will preside at all meetings of the Members and of the Board of Directors. They may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed, except in cases where the signing and execution of such documents is expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and, in general, will perform all duties as may be prescribed by the Board of Directors from time to time.
The Treasurer will keep, or cause to be kept, full and accurate accounts of receipts and disbursements of the Corporation, and will deposit or cause to be deposited all moneys, evidences of indebtedness, and other valuable documents of the Corporation in such banks or depositors as the Board may designate. At the Annual Meeting, the Treasurer will render a report of the Corporation’s accounts showing in appropriate detail.
The Secretary will keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the name, event participation, post-office address, email, and telephone number of each Member which will be furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to they by the Board of Directors.
The Executive Director will be the principal executive officer of the Corporation and will, in concert with the direction and guidance of the Board, supervise and control all of the business and affairs of the Corporation. The Executive Director will serve at the pleasure of the Board of Directors and will take direction from the Board as a whole. The Executive Director will make an Annual Report and periodic reports to the Board of Directors concerning the programs of the Corporation.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which will consist of three or more Directors, which committees, to the extent provided in the resolution, will have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation of authority to the committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or them by law. Each committee of the Board is to serve at the pleasure of the Board. The designation of any such committee and the delegation of authority to it does not alone relieve any director of their duty to the Corporation.
will be and consist of:
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Such committees’ members may include appropriate persons other than Members and Directors, but unless designated as a youth representative, must be at least eighteen years of age. Any Member of a committee may be removed by the person or persons authorized to appoint such Member whenever in their judgment the best interests of the Corporation will be served by such removal. Other committees may include (but are not limited to, and are not required to address) Board oversight of matters such as: mission, community organizing, leadership and succession, facilities, tenant relations, strategic planning, fund-raising, external relations, and ad-hoc needs of the Corporation.
Each Member of a committee will continue as such until the next Annual Meeting of the Directors of the Corporation and until their successor is appointed, unless the committee will be sooner terminated, or unless such Member be removed from such committee, or unless such Member will cease to qualify as a Member of the committee.
One Member of each committee will be appointed chairperson by the person or persons authorized to appoint the Members of the committee.
Vacancies in the Membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee will constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present will be the act of the committee.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
No committee member will receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation will be signed by such officer or officers, agent or agents of the Corporation and in such manner as will from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments will be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chair or Executive Director of the Corporation.
All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Corporation.
The Corporation will, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that they or their testator was a Director, Officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if
The Corporation will have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
The Corporation will keep correct and complete books and records of account regarding the Corporation and will also keep minutes of the proceedings of its Members, Board of Directors, and committees having any of the authority of the Board of Directors, and will keep at the office a list or record containing the names and addresses of all Members.
The Corporation will maintain a policy and procedure to provide that no director, officer, employee or volunteer of the Corporation who in good faith reports any action or suspected action taken by or within the Corporation that is illegal, fraudulent or in violation of any adopted policy of the Corporation will suffer intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence.
The Board of Directors will adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
The officers, directors, committee members, employees, and persons served by this corporation will be selected entirely on a nondiscriminatory basis with respect to age, sex, gender identification, gender expression, race, color, ethnicity, ancestry, national origin, religion, creed, sexual orientation, marital status, mental or physical disability, veteran status, political service or affiliation, height, weight or other physical characteristic, or any category protected by local, state or federal law.
These bylaws use gender-neutral pronouns (they/them/their) to refer to individuals.
References in these Bylaws to the Certificate of Incorporation will include all amendments, restatements, or other changes unless specifically excepted by these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation will govern.
The Bylaws of this Corporation may be amended, repealed, or added to, or new Bylaws may be adopted, by a two-thirds (⅔) vote of all the Members entitled to vote or by the vote of a majority of a quorum at a meeting duly called for the purpose according to the certificate of incorporation or Bylaws.
The purpose of the conflict of interest policy is to protect the Corporation 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 might result in a possible Conflict of Interest or Related Party Transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.
Any director, officer, Committee Member or Key Employee who has a direct or indirect Financial Interest with respect to a contemplated transaction or arrangement.
Any director who is not an Interested Person with respect to a contemplated transaction or arrangement.
A Financial Interest in a Related Party Transaction is a Substantial Financial Interest if, after giving due consideration to the material facts and circumstances of the Financial Interest as presented, the Board determines that such Financial Interest is substantial.
A Related Party includes:
Any person who is a member of a committee with powers delegated by the Board.
A current employee who is in a position to exercise substantial influence over the affairs of the Corporation. It includes the president, chief executive officer, chief operating officer, treasurer, chief financial officer, and any other person who has ultimate responsibility for implementing the decisions of the governing body, supervising the management, administration, or operation of the organization, or managing the finances of the organization. A person may also be a Key Employee if his or her compensation is primarily based on revenues derived from activities of the organization, or of a particular department or function of the organization, that the person controls; if the person has or shares authority to control or determine a substantial portion of the organization’s capital expenditures, operating budget, or compensation for employees; or if the person manages a discrete segment or activity of the organization that represents a substantial portion of the activities, assets, income, or expenses of the organization.
Any entity controlled by, in control of, or under common control with the Corporation.
Any transaction, agreement or other arrangement in which a Related Party has a Financial Interest and in which the Corporation or any Affiliate of the Corporation is a participant.
A Conflict of Interest exists if an outside interest or activity, including a Financial Interest, influences or appears to influence the ability of an individual to exercise objectivity or impair the individual’s ability to perform his or her responsibility in the best interests of the Corporation.
A Relative of an individual means his or her spouse or domestic partner, ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren; great-grandchildren, and the spouses or domestic partners of his or her brothers, sisters, children, grandchildren and greatgrandchildren
Prior to the initial election of any director, officer, Committee Member or the hiring of any Key Employee, the prospective director, officer, Committee Member or Key Employee shall complete, sign and submit to the Secretary of the Corporation a written Disclosure Statement, attached as Appendix A, identifying, to the best of his or her knowledge, the following information:
such person might have a Financial Interest that may give rise to a Conflict of Interest or Related Party Transaction.
Each director, officer, Committee Member, Key Employee shall annually submit to the Secretary of the Corporation the written Disclosure Statement, attached as Appendix A, in which such person:
specified in Paragraphs (A) and (B) of Section 3.1; and
The Secretary of the Corporation shall provide a copy of all statements completed pursuant to Sections 3.1 and 3.2 to the Chair of the Audit Committee or, if there is no Audit Committee, to the Chair of the Board.
In connection with any actual or possible Conflict of Interest or Related Party Transaction, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board or committee when he/she becomes aware of the potential Conflict of Interest or Related Party Transaction before the Board or committee enters into any transaction that may result in a Conflict of Interest or Related Party Transaction. Such disclosure may be made in a written statement or orally at a meeting of the Board or the committee, provided that such oral disclosure must be documented in the minutes of the meeting at which such disclosure is made.
An Interested Person is precluded from being present at or participating in any Board or committee deliberation or vote related to the transaction or arrangement giving rise to a Conflict of Interest or Related Party Transaction. Notwithstanding the foregoing, the Board or committee may request that an Interested Person present information to the Board or committee prior to the commencement of deliberations or voting relating thereto.
An Interested Person shall not directly or indirectly attempt to influence improperly the deliberation or voting on the transaction or arrangement giving rise to the conflict.
After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, a committee of the Board comprised of Independent Directors (as defined in the Corporation’s By-laws) (“Independent Director Committee”) shall determine and report to the Board or committee as to each of the determinations required by Section 5.2.
Upon receipt of a request for determination from the Board or a committee, the Independent Director Committee shall make the following determinations and report such determinations back to the Board or committee.
In accordance with the Independent Director Committee determinations made under Section 5.2, the Board or committee shall follow the procedures set forth in this Article VI for all Conflicts of Interest and Related Party Transactions, regardless of whether or not the Financial Interest in the Related Party
Transaction is a Substantial Financial Interest. To the extent the Independent Director Committee reports its determinations under Section 5.2 to a committee of the Corporation, such committee will be required to make recommendations to the Board and the Board shall be required to decide as to the matters set forth in this Article VI.
In connection with all actual or possible Conflicts of Interest and Related Party Transactions, the minutes of the Board and all committees shall contain:
The Audit Committee of the Board, or if there is no such Audit Committee, then a Committee of the Board comprised of Independent Directors, as defined in the Bylaws, shall oversee the adoption of, implementation of, and compliance with this Conflict of Interest Policy.
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
When conducting the periodic reviews as provided for in Section 8.1, 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 that periodic reviews are conducted.
Directors, officers, and key employees shall discharge their duties with respect to conflicts of interest and disclosure, reporting, and conflict mitigation obligations in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.