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HomeMy WebLinkAboutHEO By-LawsBY-LAWS OF HOUSING AND ECONONffC OPPORTUNITIES, INC A NONPROFIT CORPORATION Section I - BjndpA Qft. The principal office of the corporation shag 5e located at 508 S. Front Street, Wilmington, NC 23402. Section 2�'­, R QT= and U= The registered ofEce of the corporation reqmred by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. The Registered Agent of the corporation at the registered office is T. Alan Tones. Section 3. oth!:r Offi The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the corporation may require. F411t4dralam pat;fInnuo Section 1. C I =eral E , .1 he business and affairs of the corporation shall be managed by the Board of -Directors. Section 2. Z-hirnbcr Md 1= ofDj==0. There shall be nine (9) Directors or as many 1kcrai-s w rveq-k Directors. At least five (5) Virectort shall also be Commissioners of the Housing Authority of the City of Arilmington. The number of Directors in Class A shall be two (2). initial members of Class A shall serve until March 31, 2000; therafter, Class A Directors shall serve fbr terms of five (5) Years. The number of Dirmtors in Class B shall be two (2). initial members of Class B shall. serve until March 3 1, 200 1; therafter� Class B Directors shall serve for terms of five (5) Yem. The m=ber of Directors in Class C shaU be two (2). Initial members of Class C shall serve until March 31, 2002; therafter� Class C Directors shall. serve for term of five (5) Years. The number ofDiectors in Class D shall be one (1). The initial member of Class D shall serve until March 31, 2003; therafter, the Class D Director shall serve for terms of five (5) years. The number of Directors in Class E shaff be two (2). The initW members of Class E "I serve until March 31, 2004; therafter, Class E Directors shall serve for term of five (5) years. FAch initial Director shall hold office for a term as described"abOve, them -after, each Director shall hold office for a term Of five (5) YMM Or urdil his or her death, resignation, retiremeemoval, disqualification, O'r until his or her successor is duly elected and qualified- A Director may be re- elected., Section 3. 'Iec#gno•fDi= Tone Directors shall be elected by the Board of Directors at the annua� meeting of the Directors. Those persons who receive the highest munber of votes shall be deemed to have been elected. if any Director so demands, elections of Directors shall be by written ballot - Section 4. &SizutioW and E=oyal Any Director may resign from the Board at any time by giving written notice to the President or the Secretary Of the corporation and, unless ict-of such resi:k,-P.'on shad not be necessary to make it effective Dir6ctors may be removed firarn office by the remaining directors without assigning any cause, Section 5. yaonQ�=. Any vacancy occurnng among the Directors shall be filled by a majority of the remaining Directors or by the sole remaining Director. Section 6. Qlak, There may be a Chair of the Board elected by the Directors from their I number at any mbeting. The Chair shall preside at all meetings of the Board and shall have and perform such other duties as may be directed by the Board. Section 7. Rcjnb=&m=. Directors as such shall not receive any stated salary or other AT for tl�gT SULW, excpt for reimbursement of expenses; but nothing herein containei d MmCluae 1xill W.L"Lul 0 siT.—II be construed to p receiving compensation therefor. Section 1. Annual M=d=. An annual meeting of the Board of Directors shall be held zmrli vear- at a tune and place to be set- by the Board, for the purpose s. 0 0 . - I'k, - � , * I QjElow-94 WIN RW before the Boarm in me event Hat'Ne uate ser jar Jjjr-:Nj;; I meeting shall be held the following business day. F� may be properly brought by the Board. In the event that the date set for the regular meeting Ws oT a hohdaN the regular meeting shall be held the following business day. Section 3. Saccial Mecig.= Special meetings of the Board may be called by or at the request of the Chak the President, or by any two (2) Directors. Stch meetings may be held either THvirt, or without the State ofWorth Carolina. Section 4.. No , _tice of M=Lj=. Regular meetings of the Board may be held without notice at the regul& meeting place of the corporation. Special meetings of the Board shall be held Li-M&A.&g , -, -g Z�"rry vtke'Tri! Mig- The notice qeed not describe tne purpose or Me spccuu MCCAIS Llaws Evit'nLCU U1 %"U&FU= 57=r the General Statutes of North Carolina. Attendance by a Director at a meeting shall constitute a waiver of notice of such meetin& 11 ' M • j",,, jWg or the aress purpose of objecting to the transaction of- YA Nwsl W [A 4 0 (4 tt 141 a �j �:VIOIM r. V.714 5 4 1 km A I r-:# 0 - Section 5. Qw= A majority of the number of Directors who are holding office shall constitute a quorum for the transaction of business at any meeting of the Board. Section 6. Manner of Ac!!ng- acept as otherwise provided in these By -Laws, the act -,#t shaU be the act of the Section 7. Infgrmal ACtigjjjM-DkC_C=. Action taken by a majority of the Directors a description of the action taken, Ls signed by R Wife MIMMMS proceedings of the Board, whether done before or after the action is so taken. K"I"Issr"M I Section 1. ne corporation shall have a President, a Seciretar:y, a Treasurer, and may from time to time elect. Two (27) or more offices may be held by the saxne person, except ffie offices of President and Secretary. Section 2. Elz6ba.andl The officers of the corporatiobe elected annually bytheBoar& Stwh4ectionshall be held at the annual meeting of the Board. Each offimshall hold nffi-crunt-.1 his dx-r6 resimmdon. retirement. removaL disqualificatiorL, or Ws successor is elected and at -.1 1 � gn I Section 3. Resk'glj and Removal. Any officer or agent elected or appointed by the Board may be removed by the Board with or without stated cause. Vacancies resulting from removal or resignation shall be Eded by the Board. Section 4. The President shall be the chief executive ofEcer of the corporation, in accordance with the By -Laws. The President shall sign all official cTocurriients or instruments of the corporation as authorized by the Board and -shall make reports to the Board. The President shall may be prescribed- by the Board. Section 5. S= . The Executive Director of the Housing Authority of the City of Wilmington shall be the Secretary of the corporation. The Secretary shall keep and distribute minutes of all meetings of the Board and shall have custody of the books and records of the borporation, I-AF&C lz;rvfanmi awl-Ta--.-I other duties as are incidental to the office'and are property required by the Board. Section 6. Treasu . The Executive Director of the Housing Authority of the City of Wilmington shall be the Trea . surer of the corporation. The Treasurer shall have custody of all fimds If tAe 24,j SJA -jap.11k tk.,--m im t-Ve Y-sne *f tke co-V-vrman i-t bl-xk or banks as the Board may elect or direct. The Treasurer shall disburse the fimds of the corporation zn account of all transactions as Treasurer and of a condition of the corporation. Ij v Resm�lfior of f're NOW M., $1161POWN't Section 1. !Co== The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument an behalf of the corporition, and such authority may be general or confined to specific instances. Section 2. Lg=. No loans to or from the corporation shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. Section 3. Checks od Dofts. All checks, drafts or other orders for the payment of or At, Ri " gom_ rd Section 4. D=sits All fimds of the corporation not otherwise employed slall, be teposited to the credit of the corporation in such depositories as the Board siltall direct. 0 , NOUN I Is - ♦ 0 a 4 1 Section 5=[ The corporate seal of the corporation shall consist of two (2) concentric If r r;4 tA and such seal, as impressed on the mar& hereof, is hereby adopted as the corporate sea of the corporation, Section 2. WWY-er a fly«Whenever any notice is required to be even to any Director under the provisions ofthe North Carolina Nonprofit Corporation Act or under the provisions of the 4 1 Section 3. Fisw The fiscal year of the corporation shall, be determined by resolution of the Board. ME in the records of the corporation and mail a copy of such amendment along with notice of this approval to each member of the Board. Section 5. - FmneW R=M The corporation shall Rimish copies of its annual financial reports to the Housing Authority of the City of Wilmington. Section 6. 1D=d9md= In case any provision of these By -Laws shall be inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern. Section 7. Indcamibcatia . The corporation shall indemnify its present and former directors, officers, muployees, agents, or any such person serving in such capacity at the request of tru,st or other enterprise to the fullest extent allowable under North Carorma General Statutes Sections 5SA-8.50, 55A-8.51, and 5SA-8.52. P OR of e foregoing bylaws were duly adopted by the.Board of Directors this the da of 1999. ones" 0 r9la Mo CERTIFIED COPY OF CORPORATE BYLAWS OF HOUSING AND ECONONRC OPPORTUNITIES, INC- MOM =11 T the Directors of the corporation on the -2014�bay of a i1nTM!F= Ud ��IT$,-.Iiix,.,i-Y-I,-!,i,-Y--It,�zel--,EMTA �7-307. inded: IN WrINESS WHEREOF, I have hereunto set my hand as Secretary and have caused the no corporate seal of the corporation to be affixed hereto this the /97"1 day of �un 19, v eecre Public My Commission ires-