FCH 203 4/66
Amended as per: *merger (
and **special meeting (
University Townhouses Cooperative
ARTICLE I. NAME AND LOCATION OF CORPORATION
ARTICLE II. PURPOSE
ARTICLE III. MEMBERSHIP
Sec.
1. Eligibility
Sec.
2. Application
Sec.
3. Subscription Funds
Sec.
4. Members, Authorized Membership,
and Occupancy Agreements
Sec.
5. Membership Certificates
Sec.
6. Lost Certificates
Sec.
7. Lien
Sec.
8 Transfer of Membership
(a) Death of Member
(b) Option of Corporation to Purchase
(c) Procedure Where Corporation
Does Not Exercise Option
(d) Transfer Value
Sec. 9. Termination of membership
far cause
Sec.10 Sales Price
ARTICLE IV.
MEETINCS CF MEMBERS
Sec. 1. Place of Meetings
Sec. 2. Annual Meetings
Sec. 3. Special Meetings
Sec. 4. Notice of Meetings
Sec. 5. Quorum
Sec. 6. Adjourned Meetings
Sec. 7. Voting
Sec. 8. Proxies
Sec. 9. Order of Business
ARTICLE V.
DIRECTORS
Sec.
1. Number and Qualification
Sec.
2. Powers and Duties
Sec.
3. Election and Terms of Office
Sec.
4 Vacancies
Sec.
5. Removal of Directors
Sec. 6. Compensation
Sec.
7. Organization Meeting
Sec.
8. Regular Meeting
Sec.
9. Special meetings
Sec.
10. Waiver of Notice
Sec.
11. Quorum
Sec.
12. Fidelity Bonds
Sec.
13. Safeguarding Subscription Funds
ARTICLE VI.
OFFICERS
Sec.
1. Designation
Sec.
2. Election of officers
Sec.
3. Removal of Officers
Sec.
4. President
Sec.
5 Vice President
ARTICLE VII.
REGULATORY AGREEMENT OF FHA
Rights of Federal Housing Administration
ARTICLE VIII. AMENDMENTS
ARTICLE IX.
CORPORATE SEAL
ARTICLE X. FISCAL
MANAGEMENT
Sec. 1. Fiscal Year
Sec. 2. Books and Accounts
Sec. 3. Auditing
Sec.
4. Inspection of Books
Sec. 5. Execution of Corporate Documents
Sec. 6. Association with other Cooperatives
FCH-203 4/66
ARTICLE 1.
NAME AND LOCATION OF CORPORATION
Section
1. The name of this corporation is University Townhouses Cooperative. Its
principal office is located in the City of Detroit, Michigan.
ARTICLE II.
PURPOSE
Section
1. The purpose of this Corporation is to provide its members with housing and community
facilities, if any, on a nonprofit basis consonant with the provisions set
forth in its Articles of Incorporation.
ARTICLE III.
MEMBERSHIP *
Section
1. Eligibility. Any natural
person approved by the Board of Directors shall be eligible for membership,
provided that he or she executes a Subscription Agreement and Occupancy
Agreement in the usual form employed by the Corporation covering a specific
unit in a particular mortgage area of the housing project.
Section
2. Application for Membership.
Application for membership shall be presented in person on a form
proscribed by the Board of Directors, and all such applications shall be acted
upon promptly by the Board of Directors.
Section
3. Subscription Funds. All
subscription funds, including the downpayments under the Occupancy Agreements,
(except funds required for credit reports) received from applicants prior to
the endorsement of the mortgage note by the Federal Housing Administration
(hereinafter sometimes referred to as the "Administration”) shall be
deposited promptly without deduction in a special account or accounts (savings
or checking) of the Corporation as
escrowee or trustee for the Subscribers to Membership, which monies shaII not
be general corporate funds, but shall be held solely for the benefit of the
Subscribers until transferred to the account of the Corporation as hereinafter
provided. Such special account or
accounts shall be established with such bank or banks or savings and loan association
or associations (whose deposits are insured by an agency of
the Federal Government) as may be approved by the Administration. Such account
or accounts may be interest bearing,
with the interest earned to be retained and owned by the Corporation. Such funds shall be subject to withdrawal, or
transfer to the account of the Corporation or disbursed in a manner
directed by the Corporation only upon certification (which certification shall
appear on the face of any check, if such funds have been deposited in a
checking account) by the President or Vice President and Secretary or any
Assistant Secretary of the Corporation to the above named institution or
institutions that:
(a) The Subscription Agreement of a named applicant has been
terminated pursuant to its terms and such withdrawal is required to repay the
amount paid by him under such agreement; or
(b)
Applicants
for at least 90% of the dwelling units
to be covered by the mortgage have not been procured within the effective
period of the FHA Commitment, or any extension thereof, and such withdrawal is
required to repay to the applicants the amount paid by them; or Applicants for
at least 90% of the dwelling units to be covered by the mortgage (or such
lesser number as may be approved by the Administration) have signed
Subscription Agreements, have been approved as to their credit by the
Administration, and have paid the
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subscription price in full. If these requirements have been met and the
mortgage loan has been scheduled for closing with the approval of the
Administration, the entire amount of the funds in the subscription escrow
account may be transferred to the corporation, at which time the corporation
shall issue and deliver membership certificates to all members.
If more than one
mortgage is to be executed by the corporation, this section shall be deemed to
be applicable to the specific subscription fund received from applicants with
respect to the specific dwelling units to be covered by each mortgage and to
require the creation of separate and specific escrow accounts with respect to
each mortgage.
Section
4. Members, Authorized Memberships,
and Occupancy Agreements
(a) The members shall consist of the individuals
comprising the first Board of Directors, as identified in the Articles of Incorporation,
or their successors and such subscribers
as have been approved for membership by the
Board of Directors and who have paid for their membership and received membership certificates. The status of the Directors named in the
Articles of Incorporation (or their
successors elected by them) as members shall terminate
at the first annual membership meeting, unless they have executed Subscription Agreements and, where required
by the Administration, Occupancy Agreements.
(b) The authorized membership of the Corporation
shall consist of 609 memberships, all of one class, with a par value of $100
each.
(c) The Corporation will offer Occupancy Agreements on the dwellings
in the housing project, which Occupancy Agreements shall all be of one class.
The downpayment under an Occupancy Agreement (which downpayment is hereinafter
sometimes referred to as "Value of Occupancy Agreement") shall be in
the amount established by the Corporation and approved by FHA to be paid by the
first occupant of the unit involved as shown on the books of the Corporation.
Section
5. Membership Certificates. Each membership certificate shall state that
the Corporation is organized under the laws of the State of Michigan, the name
of the registered holder of the membership represented thereby, the Corporation
lien rights as against such membership as set forth in this Article, and the
preferences and restrictions applicable thereto, and shall be in such form as
shall be approved by the Board of Directors.
Membership certificates shall be consecutively numbered, bound in one or
more books, and shall be issued therefrom upon certification as to full
payment. Every membership certificate
shall be signed by the President or Vice President, and the Secretary or
Assistant Secretary, and shall be sealed with the corporate seal.
Section
6. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation and alleged to have been
destroyed or lost, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its discretion, and
as a condition precedent to the issuance thereof, require the registered owner
of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the Board of Directors
shall require and to give the Corporation a bond in such sum as the Board of
Directors may require as indemnity against any claim that way be made against
the Corporation.
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Section
7. Lien. The Corporation shall
have a lien on the outstanding regular memberships in order to secure payment
of any sums which shall be due or become due from the holders thereof for any
reason whatsoever, including any sums due under any Occupancy Agreements.
Section
8. Transfer of Membership. Except
as provided herein, membership shall not be transferable and, in any event, no
transfer of membership shall be made upon the books of the Corporation within
ten (10) days next preceding the annual meeting of the members.
(a) Death of Member. If, upon death of a member, his membership
in the Corporation passes by will or intestate distribution to a member of his immediate family, such legatee or
distributee may, by assuming in writing
the terms of the Subscription Agreement and Occupancy Agreement, where
required by the Administration, within sixty (60) days after member's death,
and paying all amounts due thereunder, become a member of the Corporation. If member dies and an obligation is not
assumed in accordance with the foregoing,
then the Corporation shall have an option
to purchase the membership from the deceased member's estate in the manner provided in paragraph (b) of this
Section, written notice of the death being equivalent to notice of intention to
withdraw. If the Corporation does not exercise such option, the provisions of paragraph (c) of this Section shall be
applicable, the references to “member"
therein to be construed as references to the legal representative of the
deceased member.
(b) Option of Corporation to Purchase. If the member desires to leave the project, he shall notify the Corporation in
writing of such intention and the
Corporation shall have an option for a period of thirty (30) days thereafter,
but not the obligation, to purchase the membership, together with all of the
member's rights with respect to the dwelling unit, at an amount to be determined
by the Corporation as representing the transfer value thereof, less any
amounts due by the member to the Corporation under the Occupancy Agreement, and less the cost or
estimated cost of all deferred maintenance, including painting, redecorating,
floor finishing, and such repairs
and replacements as are deemed necessary by the Corporation to place the
dwelling unit in suitable condition for another occupant. The purchase by the Corporation of the
membership will immediately terminate the member's rights and the member shall
forthwith vacate the premises.
(c) Procedure Where Corporation Does Not
Exercise Option. If the
Corporation waives in writing its right
to purchase the membership under the foregoing option,
or if the Corporation fails to exercise such option within the thirty (30) day
period, the member may sell his membership to any person who has been duly
approved by the Corporation as a member and occupant. If the Corporation agrees, at the request of
the member, to assist the member in
finding a purchaser, the Corporation shall be entitled to charge the member a fee it deems reasonable for this service.
When the transferee has been approved for membership and has executed the prescribed Occupancy Agreement, the retiring member shall be released of his
obligations under his Occupancy Agreement,
provided he has paid all amounts due the Corporation to date.
(d) Transfer Value. Whenever the Board of Directors elects to
purchase a membership, the term "transfer value" shall mean the sum
of the following:
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(1) The consideration (i.e. downpayment) paid
for the membership by the first occupant of the unit involved as shown on the books
of the Corporation; plus
(2) The Value of Occupancy Agreement; plus
(3) The value, as determined by the Directors,
of any improvements installed at the expense of the member with the prior
approval of the Directors, under a valuation formula which does not provide for
reimbursement in an amount in excess of the typical initial cost of the
improvements; plus
(4)
* The
amount computed in accordance with the appropriate table of increases
applicable to the membership and to the
Occupancy Agreement appurtenant to such membership; except that no amount
provided for by this subparagraph shall accrue to any membership after the
enactment of this amendment. Amounts due
any membership prior to the enactment of this Amendment shall be included in
the transfer value of that membership and shall be payable upon termination of
that membership. No amount included in the transfer value as provided by this
subparagraph as amended shall be included as a cost of purchasing that
membership.
(5)
** The
Board of Directors is authorized to provide, by appropriate means, not
prohibited by the By-laws of this corporation, for the acquisition of funds
which may be necessary to carry out the objectives of this amendment.
** Amendment to Article III, Section 8
effective
Section
9. Termination of Membership for Cause. In the event the Corporation has
terminated the rights of a member under the Occupancy Agreement, the member
shall be required to deliver promptly to the Corporation his membership
certificate and his Occupancy Agreement, both endorsed in such manner as may be
required by the Corporation. The Corporation shall thereupon at its election
either (1) repurchase said membership at its transfer value (as hereinabove
defined) or the amount the retiring member originally paid for the acquisition
of his membership certificate, whichever is the lesser, or (2) proceed with
reasonable diligence to effect a sale of the membership to a purchaser, and at
a sales price acceptable to the Corporation. The retiring member shall be
entitled to receive the amount so determined, less the following amounts (the
determination of such amounts by the Corporation to be conclusive):
(a) any
amounts due to the Corporation from the member under the Occupancy Agreement;
(b) the cost or estimated cost of all deferred maintenance, including
painting, redecorating, floor finishing, and such repairs and replacements as
are deemed necessary by the Corporation to place the dwelling unit in suitable
condition for another occupant; and
(c) legal and other expenses incurred by the
Corporation in connection with the default of such member and the resale of his
membership. In the event the retiring member for any reason should fail for a
period of 10 days after demand to deliver to the Corporation his endorsed
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membership certificate, said membership
certificate shall forthwith be deemed to be cancelled and may be reissued by
the Corporation to a new purchaser.
Section
10. Sales Price. Memberships may be sold by the Corporation
or the member only to a person approved by the Board of Directors in accordance
with the requirements of the Regulatory Agreement, and the sales price shall
not exceed the transfer value as provided in this Article, except that in sales
effected by the Corporation a service charge not in excess of $100 may be
charged by the Corporation. Where the sale is accomplished by a member, a
certificate in form approved by the FHA as to the price paid shall be executed
by the seller and purchaser and delivered to the Corporation.
ARTICLE IV.
MEETINGS OF MEMBERS
Section
1. Place of Meetings. Meetings of the membership shall be held
at the principal office or place of business of the Corporation or at such
other suitable place convenient to the membership as may be designated by the
Board of Directors.
Section 2. Annual Meetings. The first annual meeting of the
Corporation shall be held within 60
days after the final FHA
endorsement of the mortgage note of the Corporation pertaining to the last of the several
mortgage areas; provided that in any event
such meeting shall be hold not later than 1 year after the final FHA
endorsement of the mortgage note of the Corporation pertaining to the first
of the mortgage areas of which the development in comprised (or such later
date as may be established by resolution of the Board of Directors of the
Corporation with the prior written approval of the Federal Housing
Administration). Thereafter the annual
meeting of the Corporation shall be held on the 3rd Saturday of
September * of each succeeding year.
At such meeting there shall be elected
by ballot of the members a Board of Directors in accordance with the
requirements of Section 3 of Article V of these By Laws. The members may also transact such other
business of the Corporation as may properly come before them.
Section 3.
Special Meetings. It
shall be the duty of the President to call a special meeting of the members as
directed by resolution of the Board of Directors or upon a petition signed by
twenty (20) percent of the members having been presented to the Secretary, or
at the request of the Federal Housing Commissioner or his duly authorized
representative. The notice of any special meeting shall state the time and
place of such meeting and the purpose thereof. No business shall be transacted
at a special meting except as stated in the notice unless by consent of four
fifths of the members present, either in person or by proxy. Special meetings may not be called by the
members until a time subsequent to the date of the first annual meeting except
as directed by resolution of the Board of Directors, or by the Federal Housing
Commissioner or his duly authorized representative.
Section 4.
Notice of Meetings. It
shall be the duty of the Secretary to mail a notice of each annual or special
meeting, stating the purpose thereof as well as the time and place where it is
to be held, to each member of record, at his address as it appears on the
membership book of the Corporation, or if no such address appears, at his last
known place of address, at least ten (10) but not more than sixty (60) days
prior to such meeting. Service may also be accomplished by the delivery of any
such notice to the member at his dwelling unit or last known address. Notice by
either such method shall be considered as notice served. Notices of all
meetings shall be mailed to the Director of the local insuring office of the
Federal Housing Administration.
FCH-203 4/66
*Section
5. Quorum. The presence, either in person or by
proxy, of at least 10% (ten) percent of
the members of record of the Corporation shall be requisite for, and shall
constitute a quorum for the transaction of business at all meetings of members. If the number of members at a meeting drops
below the quorum and the question of a lack of quorum is raised, no business
may thereafter be transacted.
*Section 6.
Adjourned Meetings. If
any meeting of members cannot be organized because a quorum has not attended,
or a meeting has been ended because the number of members at said meeting has
dropped below the quorum, the members who are present, either in person or by
proxy, may, except as otherwise provided by law, adjourn the meting to a time not
less than forty eight (48) hours from the time the original meeting was
called, at which subsequent meeting the quorum requirement shall be 5% (five)
percent.
Section 7.
Voting. At every meeting
of the regular members, each member present, either in person or by proxy,
shall have the right to cast one vote on each question and never more than one
vote. The vote of the majority of those present, in person or by proxy, shall
decide any question brought before such meeting, unless the question is one
upon which, by express provision of statute or of the Articles of Incorporation
or of these By Laws, a different vote is required, in which case such
express provision shall govern and control. No member shall be eligible to vote
or to be elected to the Board of Directors who is shown on the books or
management accounts of the Corporation to be more than 30 days delinquent in
payments due the Corporation under his Occupancy Agreement.
* As per the Board of Directors minutes of
Section 8.
Proxies. A member may
appoint as his proxy only a member of his immediate family (as defined by the
Board of Directors) except that an unmarried member may appoint any other
member as his proxy. In no case may a member cast more than one vote by proxy
in addition to his own vote. Any proxy must be filed with the Secretary before
the appointed time of each meeting.
Section
9. Order of Business. The order of business at all regularly
scheduled meetings of the regular members shall be as follows:
(a) Roll
call.
(b) Proof
of notice of meeting or waiver of notice.
(c) Reading
of minutes of preceding meeting.
(d) Reports
of officers.
(e) Reports
of committees.
(f) Report
of manager or managing agent.
(g) Election
of inspectors of election.
(h) Election
of directors.
(i) Unfinished
business.
(j) New
business.
In the case of
special meetings, item (a) through (d) shall be applicable and thereafter the
agenda shall consist of the items
specified in the notice of meeting.
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If present, a
representative of the Administration will be given an opportunity to address
any regular or special meting.
ARTICLE V.
DIRECTORS *
Section
1. Number and qualification. The affairs of the Corporation shall be
governed by a Board of Directors composed of five (5) persons, a majority of
whom shall be members of the Corporation.
Section
2. Powers and Duties. The Board of Directors shall have all the
powers and duties necessary for the administration of the affairs of the
Corporation and may do all such acts and things as are not by law or by these
By Laws directed to be exercised and done by the members. The powers of
the Board of Directors shall include but not be limited:
(a) To accept or reject all applications for membership and admission
to occupancy of a dwelling unit in the cooperative housing project, either
directly or through an authorized representative;
(b) Subject to the approval of the Administration, to establish
monthly carrying charges as provided for in the Occupancy Agreement, based on
an operating budget formally adopted by such Board;
(c) Subject to the approval of the Administration, to engage an agent
or employees for the management of the project under such terms as the Board
may determine;
(d) To authorize in their discretion patronage refunds from residual
receipts when and as reflected in the annual report;
(e) To
terminate membership and occupancy rights for cause;
(f) To promulgate such rules and regulations pertaining to use and occupancy of the premises as may be deemed proper and which are consistent with these By Laws, the Articles of Incorporation, and the Regulatory Agreement; and
(g) Pursuant to a plan approved by the Administration, to prescribe additional monthly carrying charges to be paid by eligible individual members and families whose incomes exceed the limitations for continuing occupancy established from time to time by the Administration; or, at the board's option, to terminate the membership and occupancy of such individual members or families.
Section
3. Election and Term of Office. The term of the Directors named in the
Articles of Incorporation shall expire when their successors have been elected
at the first annual meeting or any special meeting called for that purpose:
Provided, that any such special meetings to be held prior to the first annual
meeting shall be called only as directed by resolution of the Board of
Directors or by the Federal Housing Commissioner or his duly authorized
representative. At the first annual
meeting of the members the term of office of two Directors shall be fixed for
three (3) years. The term of office of two Directors shall be fixed at two (2)
years, and the term of office of one Director shall be fixed at one (1)
year. At the expiration of the initial
term of office of each respective Director, his successor shall be
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elected to serve a
term of three (3) years. The
Directors shall hold office until their successors have been elected and hold
their first meeting.
Section
4. Vacancies. Vacancies in the Board of Directors caused
by any reason other than the removal of a Director by a vote of the membership
shall be filled by vote of the majority of the remaining Directors, even though
they may constitute less than a quorum;
and each person so elected shall be a Director until a successor is elected by
the members at the next annual meeting to serve out the unexpired portion of
the term.
Section
5. Removal of Directors. At any regular or special meeting duly
called, any Director elected by the members may be removed with or without
cause by the affirmative vote of the majority of the entire regular membership
of record and a successor may then and there be elected to fill the vacancy
thus created. Any Director whose removal has been proposed by the members shall
be given an opportunity to be heard at the meeting. The term of any Director
who becomes more than 30 days delinquent in payment of his carrying charges
shall be automatically terminated and the remaining Directors shall appoint his
successor as provided in Section 4, above.
Section
6. Compensation. No compensation shall be paid to Directors
for their services as Directors. No remuneration
shall be paid to a Director for services performed by him for the Corporation
in any other capacity, unless a resolution authorizing such remuneration shall
be unanimously adopted by the Board of Directors before the services are
undertaken. No remuneration or compensation shall in any case be paid to a
Director without the approval of the Administration. A Director may not be an employee of the
Corporation.
Section
7. Organization Meeting. The first meeting of a newly elected Board
of Directors shall be held within ten (10) days of election at such place as
shall be fixed by the Directors at the meeting at which such Directors were
elected, and no notice shall be necessary to the newly elected Directors in
order legally to constitute such meeting, providing a majority of the whole
Board shall be present.
Section
8. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place as shall be determined, from time
to time, by a majority of the Directors, but at least four such meetings shall
be held during each fiscal year. Notice of regular meetings of the Board of
Directors shall be given to each Director, personally or by mail, telephone or
telegraph, at least three (3) days prior to the day named for such meeting.
Section
9. Special Meetings. Special meetings of the Board of Directors
may be called by the President on three days notice to each Director, given
personally or by mail, telephone or telegraph, which notice shall state the
time, place (as hereinabove provided) and purpose of the meeting. Special
meetings of the Board of Directors shall be called by the President or
Secretary in like manner and on like notice on the written request of at least
three Directors.
Section
10. Waiver of Notice. Before or at any meeting of the Board of
Directors, any Director may, in writing, waive notice of such meeting and such
waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any mating of the
Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any
meeting of the Board, no notice shall be required and any business may be
transacted at such meeting. Where all of the Directors unanimously approve and
sign a corporate resolution or authorization (which is to be included in the
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minute book), this
shall be recognized as proper corporate action taken at a duly authorized meeting,
without proceeding under the provisions hereof that would otherwise be
applicable for calling and holding Directors meetings.
Section
11. Quorum. At all meetings of the Board of Directors,
a majority of the Directors shall constitute a quorum for the transaction of
business, and the acts of the majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors,
there be less than a quorum present, the majority of those present may adjourn
the meeting from time to time. At any such adjourned meeting, any business
which might have been transacted at the meeting as originally called may be
transacted without further notice.
Section
12. Fidelity Bonds. The Board of Directors shall require that
all officers and employees of the Corporation handling or responsible for
corporate or trust funds shall furnish adequate fidelity bonds. The premiums on
such bonds shall be paid by the Corporation.
Section
13. Safeguarding Subscription Funds. It shall be the duty of the Board of
Directors to see to it that all sums received in connection with membership
subscriptions prior to the closing of the mortgage transaction covering the
housing project of the Corporation, are deposited and withdrawn only in the
manner provided for in Article III, Section 3 of these By Laws.
ARTICLE VI. OFFICERS
Section 1.
Designation. The
principal officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer, all of whom
shall be elected by and from the Board
of Directors. The Directors may appoint assistant treasurers and assistant
secretaries, and such other officers as in their judgement may be necessary.
Section
2. Election of Officers. The officers of the Corporation shall be
elected annually by the Board of Directors at the organization meting of each
new board and shall hold office at the pleasure of the board.
Section
3. Removal of Officers. Upon an affirmative vote of a majority of
the members of the Board of Directors, any officer may be removed, either with
or without cause, and his successor elected at any regular meeting of the Board
of Directors, or at any special meeting of the Board called for such purpose.
Section
4. President. The President shall be the chief executive
officer of the Corporation. He shall preside at all meetings of the members and
of the Board of Directors. He shall have all the general powers and duties
which are usually vested in the office of president of a corporation, including
but not limited to the power to appoint committees from among the membership
from time to time as he may in his discretion decide is appropriate to assist
in the conduct of the affairs of the Corporation.
Section
5. Vice President. The Vice President shall take the place of
the President and perform his duties whenever the President shall be absent or
unable to act. If neither the President nor the Vice President is able to act, the
Board of Directors shall appoint some other member of the Board to do so
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on an interim
basis. The Vice President shall also perform such other duties as shall from
time to time be imposed upon him by the Board of Directors.
Section
6. Secretary. The Secretary shall keep the minutes of
all meetings of the Board of Directors and the minutes of all meetings of the
members of the Corporation; he shall have the custody of the seal of the
Corporation; he shall have charge of the membership transfer books and of such
other books and papers as the Board of Directors may direct; and he shall, in
general, perform all the duties incident to the office of secretary.
Section
7. Treasurer. The Treasurer shall have responsibility
for corporate funds and securities and shall be responsible for keeping full
and accurate accounts of all receipts and disbursements in books belonging to
the Corporation. He shall be responsible for the deposit of all moneys and
other valuable effects in the name, and to the credit, of the Corporation in
such depositaries as may from time to time be designated by the Board of
Directors.
ARTICLE VII.
REGULATORY AGREEMENT OF FHA
Rights
of Federal Housing Administration. The management, operation and control of the
affairs of the Corporation shall be subject to the rights, powers, and
privileges of the Federal Housing Administration pursuant to a Regulatory
Agreement between the Corporation and the Federal Housing Administration. The
Corporation is bound by the provisions of the Regulatory Agreement which is a
condition precedent to the insurance of a mortgage of the Corporation on the
project.
ARTICLE VIII. AMENDMENTS
These
By Laws may be amended by the affirmative vote of the majority of the
entire regular membership of record at any regular or special meeting, provided
that no amendment shall become effective unless and until it has received the
written approval of the Administration.
Amendments may be proposed by the Board of Directors or by petition
signed by at least twenty (20) percent of the members. A description of any proposed amendment shall
accompany the notice of any regular or special meeting at which such proposed
amendment is to be voted upon.
ARTICLE IX.
CORPORATE SEAL
The
Board of Directors shall provide a suitable corporate seal containing the name
of the Corporation, which seal shall be in charge of the Secretary. If so
directed by the Board of Directors, a duplicate of the seal my be kept and used
by the Treasurer or any assistant secretary or assistant treasurer.
ARTICLE X. FISCAL MANAGEMENT
Section
1. Fiscal Year. The fiscal year of the Corporation shall
begin on the first (1st) day of September of each year, except that
the first fiscal year of the Corporation
shall begin at the date of incorporation. The commencement date of the fiscal
year herein established shall be subject to change by the Board of Directors
should corporate practice subsequently dictate, but not without the prior
written approval of the Administration.
FCH-203 4/66
Section
2. Books and Accounts. Books and accounts of the Corporation
shall be kept under the direction of the Treasurer and in accordance with the
Uniform System of Accounts prescribed by the FHA Commissioner. That amount of the carrying charges required
for payment on the principal of the mortgage of the Corporation or any other
capital expenditures shall be credited upon the books of the Corporation to the
"Paid-In Surplus" account as a capital contribution by the
members.
Section
3. Auditing. At the closing of each fiscal year, the
books and records of the Corporation shall be audited by a Certified Public
Accountant or other person acceptable to the Administration, whose report will
be prepared and certified in accordance with the requirements of the
Administration. Based on such reports,
the Corporation will furnish its members with an annual financial statement
including the income and disbursements of the Corporation. The Corporation will
also supply the members, as soon as practicable after the end of each calendar
year, with a statement showing each member's pro rata share of the real estate
taxes and mortgage interest paid by the Corporation during the preceding
calendar year.
Section
4. Inspection of Books. Financial reports such as are required to
be furnished to the Administration and the membership records of the
Corporation shall be available at the principal office of the Corporation for
inspection at reasonable times by any member.
Section
5. Execution of Corporate Documents. With the prior authorization of the Board
of Directors, all notes and contracts, including Occupancy Agreements, shall be
executed on behalf of the Corporation by any officer of the Corporation, and
all checks shall be executed on behalf of the Corporation by any two officers
of the Corporation.
Section
6. Association with Other
Cooperatives. The Corporation may
become a member of an association of cooperatives who join together for
purposes of mutual aid and of advancing the cooperative movement as a means of
providing housing for consumers.
Note: Copies of the Certificate of Filing of
Merger and amendments thereto are on file at the management office. Anyone who
wishes more detailed information on the merger may obtain same from the files
during business hours.