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HomeMy WebLinkAboutHousing Authority By-Laws_6.23.2011GEORGETOWN HOUSING AUTHORITY BYLAWS LAST REVISED: June, 2011 THE AUTHORITY The name of the Authority shall be the Georgetown Housing Authority. The registered office and mailing address of the Georgetown Housing Authority (the “Authority “) is located at 210 W. 18th Street, Georgetown, Texas 78626. The mailing address of the Authority is P. O. Box 60, Georgetown TX 78627. Such address shall also serve as the principal office of the Commissioners of the Authority (the “Commissioners”). The Registered Agent for the Authority shall be the Secretary/Executive Director, provided that the Commissioners from time to time, may change the registered agent and/or the address of the registered office, in accordance with state law, and provided further that such change is appropriately reflected in these bylaws. NUMBER, APPOINTMENT, AND TERM OF OFFICE The business affairs of the Authority shall be managed by a board of five, seven or nine commissioners (the “Commission”), including a resident commissioner or commissioners, as set forth by Section 2.03. A commissioner may not be an officer or employee of the municipality. In appointing resident commissioners, a Commission composed of five commissioners shall appoint at least one commissioner to the authority who is a tenant of a public housing project over which the authority has jurisdiction. In appointing resident commissioners, a Commission composed of seven or more commissioners shall appoint at least two commissioners to the authority who are tenants of a public housing project over which the authority has jurisdiction. Commissioners shall be appointed by Mayor of the City Council of the City of Georgetown and in accordance with the provisions of State Law pertaining to appointments.. Commissioners shall serve for staggered terms of two years. Non-resident commissioners may be re-appointed to unlimited successive two-year terms; however, resident commissioners may not serve more than two consecutive two-year terms. A certificate of the appointment of a commissioner shall be filed with the City Secretary of the City of Georgetown. The certificate is conclusive evidence of the proper appointment of the commissioner. Commissioners shall not receive any salary for their services but by resolution of the board, expenses incurred in the Board’s business may be reimbursed. VACANCIES In case of a vacancy on the Commission, the Mayor of the City Council of the City of Georgetown, shall appoint a successor to serve the remainder of the unexpired term. If a resident commissioner appointed under section 2.03 ceases to reside in a housing unit operated by the Authority during the commissioner's term, a majority of the other commissioners shall decide whether to request that a new commissioner be appointed. A majority of the commissioners may decide to allow the commissioner to serve the remaining portion of the commissioner’s term. If a resident commissioner fails to attend three consecutive regularly called meetings of the Authority, during the commissioner's term, a majority of the commissioners shall decide whether to declare the position vacant and request that a new commissioner be appointed. A majority of the commissioners may decide to allow the commissioner to serve the remaining portion of the commissioner's term. If any commissioner fails to attend three consecutive regularly called meetings of the Authority, or fails to attend more than 25% of regularly called meetings in any year of an appointment cycle, a majority of the commissioners shall decide whether or not to recommend the commissioner to the Mayor for reappointment. Any commissioner may at any time resign. Resignations shall be made in writing and shall take effect at the time specified in the resignation, or, if no time be specified, at the time of its receipt by the chairman or the secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. MEETINGS Regular Meetings. Regular meetings of the Commission shall be held on the fourth Thursday of every month beginning January 2008 and the location shall be at Stonehaven, 210 West 18th St., Georgetown TX 78626, unless otherwise determined by resolution of the Commission. The meetings shall commence at 3:00 p.m. unless the Director determines that a different time is more suitable to facilitate the consideration of the items on the meeting agenda, in which case the Director may change the time of the meeting and provide notice of such change in the regular meeting time to the Tenant Council for the Authority properties and in accordance with the requirements of the Texas Open Meetings Act. Special Meetings. The Chairman may, when he/she deems it expedient, and shall, upon the written request of two commissioners, call a special meeting of the Commission for the purpose of transacting any business designated in the call. Annual Meeting. The annual meeting of the Commission shall be held on the fourth Thursday at 3:00 p.m. of March, at the regular time and meeting place of the Commission. In the event such date should fall on a legal holiday, the annual meeting shall be held on the next succeeding secular day. Open Meetings Act. All meetings shall be called and held in accordance with the Texas Open Meetings Act, Chapter 551, Government Code, as amended. Notice of Meetings. The secretary shall cause notice of the time and place of holding each meeting of the Commission to be given to each commissioner. The notice may be in writing, in person, electronically, or in person by telephone. Notice of each meeting shall also be given to the public in accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Government Code, as amended. Public Hearings/Meetings. The Commission shall hold such public hearings and meetings in the time and manner required by law, after having given all proper public notice in such form and manner as required by law. If required by law, such public hearings and meetings may be at locations other than that specified in Section 4.01. QUORUM; ORDER OF BUSINESS AND MANNER OF VOTING Quorum. At all meetings of the Authority, a majority of the members of the Authority shall constitute a quorum for the purposes of transacting business; provided that a smaller number may meet and adjourn to some other time or until a quorum is obtained. When a quorum is present the commissioners may take action on an affirmation vote of a majority of the commissioners present. All members may vote, unless prohibited by Article XI relating to conflicts. Order of Business. The order of business shall be determined by the Chairman. At the regular meetings of the Chairman the following shall be the suggested order of business. Roll Call Public Comment Reading and Approval of the minutes of the previous meeting Report of the Secretary Reports of Committees (if applicable) Unfinished business New business Executive Session (if applicable) Adjournment Manner of Voting. The voting on all questions coming before the Commission shall be by roll call; and the “ayes” and “nays” shall be entered upon the minutes of such meeting. No proxy voting shall be allowed. Presiding Officer. At all meetings of the board, the Chairman, or in the Chairman’s absence, the vice Chairman, or in the absence of both of these officers, a commissioner selected by the commissioners present, shall preside. The Secretary of the Commission shall sit as secretary at all meetings of the Commission, and in case of the secretary’s absence, the presiding officer shall designate any person to act as secretary. Resolutions. All resolutions shall be in writing and shall be filed of record with the Secretary of the Commission. MANAGEMENT The powers of the Authority are vested in the commissioners of the Authority. The Authority may delegate a power or duty to an agent or employee as it considers proper. PURPOSE AND POWERS The Commission shall have the purposes and powers as set forth in Chapter 392 of the Texas Local Government Code. In addition to the powers conferred by these Bylaws, the Commission may exercise all powers of the Authority and do all lawful acts and things that are not prohibited by statute, or by these bylaws, including, but not limited to the following powers and duties as more specifically set forth in Chapter 392 of the Texas Local Government Code: Operate, construct and lease housing projects in its area of operation; and Hold public meetings on housing projects; and Develop rental and leasing policy guidelines - to be adopted annually on or before the beginning of each fiscal year; and Acquire, use, and dispose of real and personal property, and Purchase equipment and supplies and award contracts for service or for repairs, maintenance, and replacements in compliance with the consolidated supply program or any other procurement program or procedure established by the federal government or a qualified Texas vendor; and Invest funds held in reserves or sinking funds or any funds not required for immediate disbursement in property or securities in which a savings bank may legally invest funds subject to its control; and Study, research, investigate, and experiment on the subject of housing in its area of operation; and Cooperate with other governmental entities or other housing authorities in connection with clearing, replanning, and reconstructing slum areas and providing housing for persons of low income in the area of operation of the Authority or within the boundaries of the cooperating political subdivision; and Conduct examinations and investigations and hear testimony and accept evidence under oath a public or private hearings on a matter material for the Authority’s information, including the power to administer oaths, issue subpoenas, and make findings and recommendations; and Exercise the powers of eminent domain to acquire real property subject to any applicable legal limitations; and File an annual report of its activities for the preceding year with the City Secretary; and Provide housing for farmers of low income; and Sue and be sued; and Have a seal and change it at will; and Have perpetual succession; and Make and execute contracts and other instruments necessary or convenient to the exercise of the Authority’s statutory powers; and Make, amend or repeal bylaws and rules consistent with Chapter 392 of the Texas Local Government Code to implement the Authority’s powers and purposes; and Create one or more public facilities corporations under Chapter 303 of the Texas Local Government Code; and with or without consideration, for the purpose of providing affordable housing or housing assistance, enter into an agreement with, make a contribution to, make an investment in, enter into a lease or exchange with, or make a mortgage or loan to the corporation to: acquire, construct, rehabilitate, renovate, repair, equip, furnish, or provide assistance to a residential development described by Section 394.004 or a housing project; or accomplish another public purpose authorized by law. For the purpose of providing affordable housing or housing assistance and for a purpose described by Subsection (a), the Authority described may also, with or without consideration: transfer, convey, pledge, or otherwise use money, personal or real property, or any other right or benefit to which the authority is entitled under state or federal law; and pledge a right or benefit described by Subdivision (i) to secure the payment of indebtedness issued by the public facility corporation created by the authority. For the purpose of providing affordable housing or housing assistance, the Authority may exercise a power granted by Subsection (a) as necessary to: develop or diversify the economy of this state; reduce unemployment or underemployment in this state; develop or expand commerce in this state; or promote another public purpose. A housing development project or other program that uses funds provided by the Authority under this section must benefit individuals and families whose incomes are not more than 60 percent of the area median family income, adjusted for family size, as determined by the United States Department of Housing and Urban Development, in the same proportion that the funds provided by the Authority under this section bear to the overall cost of the housing development project or other program. Authorize the issuance of bonds in one or more series for the corporate purposes of the Authority in the manner and under the terms and conditions of Chapter 392 of the Texas Local Government Code. OFFICERS AND EMPLOYEES The officers of the Commission shall be a Chairman, a Vice-Chairman and a Secretary. The Chairman and Vice-Chairman shall be elected at the annual meeting of the Authority from among Commissioners of the Authority, and shall hold office for one year or until their successors are elected and qualified. In case of the absence or incapacity of both the Chairman and Vice-Chairman, the other Commissioners of the Authority may elect an Acting Chairman to serve during the period of absence or incapacity of the Chairman and Vice-Chairman. The Authority shall employ a Secretary who shall serve as Executive Director. Any person appointed to fill the office of Executive Director/Secretary, or any vacancy therein, shall have such term as the Authority fixes (if any is fixed), but no Commissioner of the Authority shall be eligible for this office. The Commission may employ technical experts and other officers, agents, and employees, permanent or temporary, as the Authority considers necessary. The Commission shall determine the qualifications, duties and compensation of the persons employed. The selection and compensation of such personnel (including the Secretary) shall be determined by the Authority subject to the laws of the State of Texas. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Commission or by By-Laws or Chapter 392 of the Texas Local Government Code. Should the offices of Chairman or Vice-Chairman become vacant, the Authority shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. When the office of Secretary becomes vacant, the Authority shall hire a successor, as aforesaid. POWERS AND DUTIES OF OFFICERS Chairman. The Chairman shall preside at all meetings of the Commission. Except as otherwise authorized by resolution of the Commission, the Chairman shall sign all contracts, deeds and other instruments made by the Commission. At each meeting, the Chairman shall submit such recommendations and information as he/she may consider proper concerning the business, affairs and policies of the Authority. Vice-Chairman. The Vice-Chairman shall perform the duties of the Chairman in the absence or incapacity of the Chairman and in case of the resignation or death of the Chairman. The Vice-Chairman shall perform such duties as are imposed on the Chairman until such time as the Authority shall appoint a new Chairman. Secretary. The Secretary shall keep the records of the Authority, shall act as Secretary of the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose and shall perform all duties incidental to his/her office. He/she shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. He/she shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select. The Secretary/ Executive Director shall sign all orders and checks for the payment of money and shall pay out and disburse such moneys under the direction of the Authority. Except as otherwise authorized by resolution of the Authority, all such orders and checks shall be countersigned by the Chairman or Vice-Chairman. He/she shall keep regular books of accounts showing receipts and expenditures and shall render to the Authority at each regular meeting (or more often if requested), an account of his/her transactions and also of the financial condition of the Authority. He/she shall give such bond for the faithful performance of his/her duties as the Authority may determine. 9.04 Additional Duties. The officers of the Authority shall perform such other duties and functions as may be from time to time required by the Authority By-Laws or rules and regulations of the Authority. . EXECUTIVE DIRECTOR The Executive Director of the Authority shall have general supervision over the administration of the business and affairs of the Authority, subject to the direction of the Commission. The Executive Director shall be in general charge of the properties and affairs of the Authority, including specifically the housing projects of the Authority, and shall administer all work orders, requisitions for payment, purchase orders, contract administration/oversight, and other instruments or activities as prescribed by the board in the name of the Authority. The Executive Director shall employ such full or part-time employees as are needed to carry out the programs of the Authority. These employees shall be employees of the Authority and perform those duties as are assigned to them. The compensation of such personnel, including the Executive Director, shall be determined by the Commission subject to the laws of the State of Texas. The Executive Director shall have the authority, and subject to provisions the policies-procedures of the Authority, to hire, fire, direct, and control the work, as functionally appropriate, of such employees. CONFLICT OF INTEREST General. In the event that a commissioner is aware that he or she has a conflict of interest or potential conflict of interest, with regard to any particular matter or vote coming before the Commission, the commissioner shall bring the same to the attention of the Commission and shall abstain from discussion and voting thereof. Interested Commissioners. In this subsection and subsection 11.03, the term "housing project" includes, in addition to the works or undertakings implemented for a reason described by Section 392.002(6) of the Texas Local Government Code, a work that is financed in any way by public funds or tax-exempt revenue bonds; or a building over which the Authority has jurisdiction and of which a part is reserved for occupancy by persons who receive income or rental supplements from a governmental entity. Except as provided by Subsection (2) below, a commissioner may not have dealings with a housing project for pecuniary gain and may not own, acquire, or control a direct or indirect interest in a: housing project; property included or planned to be included in a housing project; contract or proposed contract for the sale of land to be used for a housing project; contract or proposed contract for the construction of a housing project; or contract or proposed contract for the sale of materials or services to be furnished or used in connection with a housing project. A commissioner may: manage a housing project; own, acquire, or control a management company that renders management services to a housing project; continue to own or control an interest in a housing project held by the commissioner before the commissioner's term of office began; or own, acquire, or control an interest in, or have dealings with, a housing project over which the commissioner's housing authority does not have jurisdiction. If a commissioner manages, owns, acquires, or controls a direct or indirect interest in property included or planned to be included in a housing project or has any other dealings for pecuniary gain with a housing project, the commissioner shall immediately disclose the interest or dealings to the authority in writing. The disclosure shall be entered in the minutes of the authority. The failure to disclose the interest constitutes misconduct of office, and violations are also punishable by state law Interested Employees. Except as otherwise provided herein, an employee of an authority may not have dealings with a housing project for pecuniary gain and may not own, acquire, or control a direct or indirect interest in a: housing project; property included or planned to be included in a housing project; contract or proposed contract for the sale of land to be used for a housing project; contract or proposed contract for the construction of a housing project; or contract or proposed contract for the sale of materials or services to be furnished or used in connection with a housing project. An employee may not have any dealings with a housing project for pecuniary gain except in the performance of duties as an employee of the housing authority. Except as otherwise permitted by law, an employee of an authority may not be employed by or otherwise contract to provide services to another authority unless the first authority gives its written consent to the employment or contract. An employee of an authority who is employed by or who contracts to provide services to another authority under this subsection does not violate this section. An employee of an authority may be a party to or otherwise participate in a contract or agreement for assistance under a housing program, including a contract or agreement for public housing, Section 8 housing assistance, low-interest home loans, lease-purchase assistance, or down payment assistance, to the same extent as a member of the public if the employee qualifies for assistance under the program. In this section, "Section 8 housing assistance" means housing assistance provided under Section 8, United States Housing Act of 1937 (42 U.S.C. Section 1437f). BOARD SEAL The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority, but these bylaws shall not be construed to require the use of the seal. FISCAL YEAR; ANNUAL BUDGET; REPORTS The fiscal year of the Authority is October 1 through September 30. At least sixty (60) days prior to October 1st, the board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Board. The budget proposed for adoption shall include the projected operating expenses, and such other budgetary information as shall be required by the Board for its approval and adoption. The budget shall be considered adopted upon formal approval by the Board. The Board shall develop rental and leasing policy guidelines and review them annually on or before the beginning of each fiscal year or as required by law. The Board shall file an annual report of its activities for the preceding year with the City Secretary of the City of Georgetown, as required by law. FINANCIAL BOOKS, RECORDS, AUDITS The Secretary shall keep and properly maintain, in accordance with generally accepted accounting principles, complete financial books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. The Authority’s financial books, records, accounts, and financial statements are to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the Board. CONTRACTS As provided herein, the Chairman and Secretary shall execute any contracts or other instruments which the Commission has approved and authorized in the name and on behalf of the Authority. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Commission may grant a specific or general power of attorney to carry out some action on behalf of the board, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the Commission authorizes the same to be done. INDEMNIFICATION OF DIRECTORS, OFFICER AND EMPLOYEES As provided in Chapter 392 of the Texas Local Government Code, for all purposes, including the application of the Texas Tort Claims Act (Chapter 101, Civil Practice and Remedies Code), the Authority is a unit of government and the functions of the Authority are declared by law to be essential governmental functions and not proprietary functions. Provided, however, the Authority shall be subject to all landlord obligations and tenant remedies, other than a suit for personal injuries, as set forth in any lease or rental agreement and in Chapters 24, 54, 91, and 92 of the Property Code. The Authority shall indemnify each and every member of the Commission, its officers and its employees, to the fullest extent permitted by law against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Authority. This indemnity shall apply even if one or more of those to be indemnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of these bylaws and the Commission to require the Authority to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified which caused or contributed to cause any liability. The Authority must purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Commission, or on behalf of any person serving at the request of the Commission as a board member, officer, employee, or agent of another Commission, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such capacity or arising out of any such status with regard to the Commission, whether or not the Authority has the power to indemnify that person against liability for any of those acts. PROVISIONS REGARDING BYLAWS These bylaws shall become effective upon the approval of these bylaws by Commission. The By-Laws of the Authority shall be amended only with the approval of a majority of the members of the Commission at a regular meeting or at a special meeting which has been duly called, but no such amendment shall be adopted unless at least seventy-two (72) hours notice thereof has been previously given to all of the members of the Commission. These bylaws shall be liberally construed to effectuate their purposes. If any word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any person or circumstances, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall not be affected thereby. DISSOLUTION OF BOARD It shall not be the purpose of the Commission to engage in carrying on propaganda or otherwise attempting to influence legislation. Upon the dissolution of the Authority after payment of all obligations of the Authority, all remaining assets of the Authority shall be transferred to the City of Georgetown, Texas.