National Association of Housing and Redevelopment Officials

BY-LAWS

TEXAS CHAPTER

OF THE

NATIONAL ASSOCIATION OF HOUSING AND REDEVELOPMENT OFFICIALS

ARTICLE I

NAME AND JURISDICTION

The name of this organization shallbe the TEXASCHAPTER OF THE NATIONAL

ASSOCIATION OF HOUSING AND REDEVELOPMENT OFFICIALS (TX-NAHRO). It shalloperate within the geographic areas of Texas subject to provisions of the Constitution ofNAHROand these By-laws.

ARTICLE II

OBJECTIVES AND PURPOSES

The purpose of the Texas Chapter ofNAHRO is to serve a membership engaged in providingpersonsoflow and moderate income with the opportunity to live in adequate and safe housing andimprovingthe quality of life for all within a community through development, redevelopment,conservationand rehabilitation activities. To do this, the Chapter shall have the followingobjectives:

1.To developand improve professionalstandards and practices in the administration

of housing, community and economic development;

2. To serveas a forum for the exchangeof knowledge,ideas and experience;

3. To further developprofessionalskillsthrough meetings, training, seminars andeducation programs.

4. To facilitate effectiverelationshipsamong all levelsof government in the developmentand implementation of housing, community and economic developmentprogramsand responsibilities.

5. To cooperate and collaboratewith other agencies,associations and groups, both public and private, having similaror related purposes.

6. To provide safe, decent, and affordablehousing to individuals and familieswith lowto moderate incomes using low income housing tax credits, tax exempt financing,andothermethodsof financing.

7. To provide financial support, credit, funds, capital, gifts, and all other lawfulforms of financial and other assistanceto individualsand organizations for the development,acquisition, rehabilitation, and preservationof decent and affordablehousing for low to moderate income individualsand families.

8. To promote and facilitatepublic and private financing in affordablehousing and inthe developmentand modernization of Public Housing that creates mixed incomecommunities and mitigatesthe concentration oflow income residents.

9.Provide capacity building assistance, includingbut not limited to administrative,technical, programmatic, planning, operational, financial, resource development,and management, to assist the members in enhancing the efficiencyand effectivenessof theiroperations and their abilityto serve the housing and community development and otherneeds of their communities.

10. Develop and maintain an effectivecommunications programs, including electroniccommunications.

ARTICLE III

MEMBERSHIP

SECTION 1. - INDIVIDUAL – ACTIVE

Any person residingor employedwithin the State of Texaswho has an elective,appointive, ex-officiopositionwith or is employedby any governmentalbody, public agency or organization thatadministers housing and community developmentprograms and activitiesshall be eligiblefor activemembership in the Association. Every activemember in good standing shall have the right toparticipate in all activitiesopen to the membership of the Association and shall have full votingrights. An activemember who ceases to qualify for active membershipby reason of change ofemployment or other reason may retain active status until the conclusion of that membershipperiodand then shall have the option of becoming an affiliatemember. Active membership becomeseffectiveupon payment of establisheddues for each membershipperiod.

SECTION 2. - AGENCY MEMBERSHIP ACTIVE

Any public agencyhaving to do primarily with housing and community development may be anactive agencymember by paying the prescribed dues. Each active agencymember shallbe entitledto cast one vote in any action taken by vote of the members. Such vote shall be,castby theChairperson of the agency'sgoverningbody, or by the agency'schief executiveofficerin the absenceof the chairperson or by a member of the agency'sgoverningbody or staff if duly designated in writing by the agency'sgoverningbody's chairperson or chief executiveofficer.

SECTION 3. -AFFILIATE MEMBERSHIPS

Any person, public agency,resident organization, and professionalorganization interested in thepurposes and activitiesofTX-NAHRO may be an affiliatememberby paying the prescribeddues. Affiliate members shall include, but not be limited to, residents and organizations of residents of a Public Housing and other affordablehousing developments,a participant in the Section 8 Existing Housing Program, an employeeor officeof the U. S. Department of Housing and UrbanDevelopment(HUD) and U. S. Department of Agriculture(USDA), architects, engineers,accountants, consultants, planners, attorneys, appraisers, developers,and financial institutions andtheir employees. Affiliatemembersshall have all rights of active members, including eligibilityforappointments to committees,unlessthere exists a possibleconflict of interest, except the right tovote and hold office.

SECTION 4. - LIFETIME MEMBERSHIP

A LifetimeMembershipmay be givenby a majority vote of the members present at an AnnualMeetingto individualswho have rendered outstanding serviceto the TX-NAHRO. Nominations shallbe made to the ExecutiveBoardwho shall recommend approval to the membership. Lifetimemembersshallbe exempt from paying dues and shall receivecomplimentaryregistrationstomeetings,conferences,and workshopsofTX-NAHRO.

SECTION 5. - DUES

Membership dues shallbe establishedby the Executive Board.

ARTICLE IV

EXECUTIVEBOARD

SECTION 1. - COMPOSITION

The administrationof the affairsof the Chapter shall be vested in the ExecutiveBoard, all membersof which shallbe active individual membersofNAHRO and the Texas Chapter ofNAHRO. TheBoard will consistof the following:

With Voting Status:

• Officers of the Chapter
• Twenty (20) Directors who shall be generally representative of the membership
• Any current NAHRO or SWRC/NAHRO and NAHRO officer residing in Texas
• All past Presidents of the Texas Chapter, SWRC/NAHRO and NAHRO residing in the state of Texas who are currently active in the field of assisted housing, community development, urban renewal or code enforcement.
• Current President of the Texas Housing Association

Ex-Office with Non-voting Status:

• Current President of SWRC/NAHRO
• Current President of NAHRO
• President of the Texas Apartment Association or designee
• Senior Officer at each HUD office located in the State of Texas
• Executive Director of the Texas Department of Housing and Community Affairs or the Executive Director’s designee
• State Director of the Texas Rural Development Office, U.S. Department of Agriculture or the State Director’s designee

SECTION 2. - DUTIES

TX-NAHRO shall be governedby the ExecutiveBoard. The ExecutiveBoard shall establishpoliciesand procedures for the efficientand effectiveadministration of all activitiesofTX-NAHRO in amanner that best servesthe membership and the affordablehousing needs of the citizens of the Stateof Texas. These include, but are not limited to, maintenance of records, accounts, receipts andexpenditures of funds, levyingof dues, periodic reporting of the Chapter's affairsto the members,selection of representatives to the Chapter's and RegionalExecutive Boards and committees contracting for a ServiceOfficer,elections for officer'sof the Chapter, and advocatingfor necessary

legislation, relations, and funding for affordablehousingprograms and Housing Authorityadministration. The ExecutiveBoard is empowered to create subsidiary corporations to support, advance, and fulfill the purposes ofTX-NAHRO.

SECTION 3. - MEETINGS

The ExecutiveBoard shall hold not lessthan two (2) regular meetings each year, at least one (1) ofwhich will be held at the time and place of the Annual meeting of the Chapter. Notice of a regularmeeting shallbe mailed, faxed, or electronicallycommunicated to each Board membernot less than30 days before the regular meeting date.

Specialmeetings of the ExecutiveBoard may be calledby the President at any time or by theSecretaryupon written request of at least one-fourth (1/4)of the membership of the Board. Thenotice of specialmeeting shall be mailed, faxed, or electronicallycommunicated to each member ofthe ExecutiveBoard and shall specifythe time and place of the meeting and the businessto beconducted.

The new officersand directorselected at Annual Meetings in odd numbered years, coupled withremaining Board members, constitute the new ExecutiveBoard and shall meet during this AnnualMeeting or not later than June 1of that odd numbered year to make appointments for each standingand other committeesof the Chapter and to the Regional ExecutiveBoard and committees. Theincoming Chapter President shall provide notice of the meeting to the members of the newExecutiveBoard not lessthan 20 days before the date of the meeting. Notice of the meeting shallbemailed, faxed, or electronicallycommunicated.

Except for the regular meeting held at the time and place of the Annual Meeting and the meeting ofa new ExecutiveBoard held at the Annual Meetingin odd numbered years or prior to June 1 of thatodd numbered year, all meetingsmay be by telephone conference.

The Chapter newslettermay serve as a meeting notice if published and mailed in a timely manner.

For all meetings, an agenda shall be provided with the notice for each meeting. For each meeting,majority of the Board or the President with the approval of a majority of the Board may add to, ordelete, itemsfrom the agenda. The Chapter newslettershould report meeting date and agenda, ifpublished timely.

SECTION 4. - QUORUM

At any meeting or telephone conferenceof the ExecutiveBoard, a simple majority of the ExecutiveBoard'smemberswith voting rights shallbe present or participating in the telephone conferencetoestablisha quorum for the conduct of businessofTX-NAHRO. Each of the Executive Board'smemberswith voting rights shallbe entitled to one (1) vote, must be present at the meeting orparticipating in the telephone conferencein order to vote, and by participation and voting certifiesthat they are a member in good standing.

SECTION 5. -VACANCIES

Vacancieson the ExecutiveBoard occurringbetween Annual meetingsshallbe filledby a simplemajority of the remaining members of the ExecutiveBoard.

SECTION 6.-ATTENDANCE AT REGULAR EXECUTIVE BOARD MEETINGS

Attendance by Officersand Directors shallbe required at all meetings

and telephone conferencesof the ExecutiveBoard. Any officeror Director who is unable to attend or participate, may request anexcusedabsencein writing, by mail or fax or electronicallycommunicated to the Secretary, citingthe reasons for being unable to attend or participate. The Secretary shall present all requests forexcusedabsencesto the ExecutiveBoard for their appropriate action. Three unexcused absencesby

an electedofficeror Director during a term of officeshall be grounds for removal by a simplemajority vote at a regular or specialmeeting.

SECTION 7. -STEERINGCOMMITTEE

There shallbe a SteeringCommittee of the ExecutiveBoard consistingof the Chapter President,Senior Vice President,the Vice Presidents,Secretary,Treasurer and Immediate Past President. TheSteeringCommittee shallbe chaired by the Chapter President and shallbe empowered to act for andon behalfof the ExecutiveBoard betweenmeetings.

All ExecutiveBoard memberswith voting status shall be provided a written, faxed, or electronicallycommunicated notice with an agenda of all SteeringCommittee meetingsat the same time asnotices of meetingsare provided to the SteeringCommittee. All SteeringCommittee actions mustbe communicated in writing, by mail or fax, or electronicallycommunicated to each member of theExecutiveBoard and included in the next meeting'sagenda for discussionand confirmation or otherappropriate action.

SECTION 8. - REMOVAL OF OFFICERS AND DIRECTORS

Any Officeror Director of the ExecutiveBoardmay be removed for inefficiencyor neglect of dutyor misconductby a two-thirds (2/3) vote of the Executive Board, a quorum being present. Officersand Directors with voting status may be removed for not attending meetingsas provided in Section6 above. Should it become known that an officeror director with voting status is not a member ingood standing because his/her dues to TX-NAHRO and/or NAHRO have not been paid, shallbenotifiedby the Secretaryand provided 15calendar days to pay the applicabledues.

ARTICLE V

OFFICERS: TITLES, DUTIES AND REQUIREMENTS

SECTION 1. - TITLES

The Officersof the Chapter shallbe a President, a Senior VicePresident, five (5)VicePresidentswith Portfolio, each correspondingto the five (5) Chapter Standing Committees, a Secretaryand aTreasurer, who shallbe activemembers in good standing ofNAHRO and the Chapter. The fiveVicePresidents will carry the followingofficialtitles: VicePresident for Housing; VicePresident forCommunity Revitalization and Development; VicePresident for ProfessionalDevelopment; VicePresident for Member Servicesand VicePresident for Commissioners.

SECTION 2. - PRESIDENT

It shallbe the duty of the President to preside at all meetingsof the Chapter, to create and appointsuch special committeesas may, from time to time, be necessaryfor the conduct of the affairsof theChapter; to implement such procedures, policies,and activities as may be adopted or approvedbythe Executive Board of the Chapter; and to report periodically to the membershipon the accountsand general business of the Chapter. The President will be responsiblefor approving disbursementsof funds.

SECTION 3. - SENIOR VICEPRESIDENT

The Senior VicePresident shall preside in the absence of the President at all meetingsof theChapter; shall succeedthe President in officeif he/ she cannot complete his/her term until the nextAnnual Meeting; and perform such other duties as may, from time to time, be assignedby thePresident of Executive Board. The Senior VicePresident will automaticallybecome a nominee forPresident at the next election.

SECTION 4. - VICE PRESIDENT WITH PORTFOLIO

The five (5)VicePresidents shallbe responsiblefor the conduct of the Standing Committees towhich they are elected and shall preside at all meetingsof the Committees to which they are elected.The VicePresidents may be assignedduties and responsibilitiesby the President or the ExecutiveBoard related to the current interest of the Chapter that fall within the scope of the StandingCommittees they chair. The VicePresidents shall prepare and submit a written report at the AnnualMeeting of the Chapter.

SECTION 5. - SECRETARY

The Secretary shall be responsiblefor maintaining the records of the Chapter, the sending of noticesas may be required, serve as election officer, certifying such petitions and positions as may berequired, and performing such other duties as may be assigned by the President or the ExecutiveBoard. The Secretary shall be responsible for certifying all members eligibleto vote in an electionand for certifying that all Officers and Executive Board members are members in good standing.The Secretary shall be appointed by the President. If the President is unable to complete his/herterm and is succeededby the Senior VicePresident or any other eligiblemember, the new Presidentmay retain the Secretaryor appoint a Secretaryto his/her choosing.

SECTION 6. -TREASURER

The Treasurer shall have custody of all Chapter funds and property and shall sign all withdrawals offunds from the Chapter's accounts after appropriate approval from the President or ExecutiveBoard. In the event of an emergency,where the Treasurer is incapacitated or otherwise unavailableto perform his/her duties as Treasurer, the SteeringCommittee of the Texas Chapter ofNAHROshall appoint an alternate Treasurer. The manner of appointment shallbe by selectinga memberfrom among the individual activeTexasNAHRO membership. The appointment shall be by amajority of the SteeringCommittee members. The alternate Treasurer shall perform the duties ofthe Treasurer until such time that the Treasurer is able to resume his/her duties.

The Treasurer shall Chair the Chapter'sBudget Committee who shall be appointed by the ExecutiveBoard and be responsiblefor preparing the Chapter's annual operating budget for approval by theExecutiveBoard at its Winter Meeting. The BudgetCommittee shall also prepare financial policiesand procedures, including financialreporting procedures and reporting format, for review andapproval by the Executive Board. The policiesand procedures and reporting requirements shall bereviewedannually by the BudgetCommittee and their findings reported to the ExecutiveBoard fortheir reviewand appropriate action.

The Treasurer shall be responsiblefor maintaining proper records of all assets, liabilities,income,and expensesof the Chapter. The Treasurer shall prepare and submit to each member of theExecutiveBoard quarterly financialreports, as well as year-to-datefinancial reports not later thanten (10)days prior to each scheduledmeeting of the ExecutiveBoard. The Treasurer shall prepareand present the Chapter's financial reports to the membership at each Annual BusinessMeeting.

SECTION 7. - BONDS

The Chapter shall provide to all Officerscharged with the responsibilityfor custody of funds aproperty bond in the amount of $50,000.The ExecutiveBoard at its discretionmay also provideany Officeror employeeof the Chapter in such sum and with such surety, as it shall determine.

ARTICLEVI

NOMINATIONSAND ELECTIONS

SECTION 1. -NOMINATIONS

A Nominating Committee consistingof not less than five (5) and not more than eleven (11)TX-NAHROmembers in good standingshall be appointed by the newly constituted Executive Board inodd numbered years at their first officialmeetingduring the Annual Meeting but not later thanJune 1 of that odd numbered year. This ExecutiveBoard shall appoint a Chairperson for theNominating Committee, and this Executive Board'sSteeringCommittee is empowered to replaceany Nominating Committee memberwho resignsor is unable to serve.

A quorum must be present at meeting of the Nominating Committee in order to conduct business and committee membersmay participate by telephone and be counted for purposes of a quorum.The Nominating Committee may conduct its businessby telephone conferenceduring which amajority of its members must participate.

Not lessthan 120calendar days prior to the Annual Meeting of the Chapter, themembership shallbe notified of the nominations to be made for election of new officersandExecutive Board members and membersmay recommend candidates. This notice may be inthe Chapter Newsletter if published in a timely manner or mailed, faxed or electronicallycommunicated to themembers.

Not less than 90 calendar days prior to the Annual Meeting of the Chapter in odd numbered years,the Nominating Committee shall selectone or more nominees for the following offices:

President

Senior VicePresident

Vice Presidentfor:

Housing

Professional Development

Member Services

Commissioners

Community Revitalizationand Development

Treasurer

Expiring and vacant ExecutiveBoard Positions

In even numbered years for expiringand vacant ExecutiveBoardpositions, the NominatingCommittee shall follow the nominating procedures in "ArticleVI, Nominations and Elections."

Within 5 calendar days after their above meeting, the Chairperson of the Nominating Committeeshall submit their report to the Chapter's Secretary,with copiesto all voting members of theExecutive Board. This report may be mailed, faxed, or electronicallycommunicated.

Not lessthan 75calendar days prior to the Chapter's Annual Meeting held in odd numbered years,the Secretaryshall notify the Chapter's entire membership of record at that date of the nominationsrecommended by the Nominating Committee, and indicate that additional nominations will beplaced in nomination if petitions requestingsuch action reach the Secretarynot lessthan 45calendar days prior to the Annual Meeting. This notice may be mailed, faxed, or electronicallycommunicated. A Chapter Newslettershall not serve as this notice but if published during this 45calendar day period shall report the nominations recommended by the Nominating Committee, thatnominations may be made by petition, and that the membership has been so informed inaccordance with the bylaws.

Petition in support of a member(s)of the Chapter eligibleto hold officemust carry the names of atleast twenty-five(25) Chapter members in good standing. The petition must include a writtenstatement from the candidate(s)nominated that will serveif elected. Within five (5) calendar daysafter receipt, the Secretaryshall verifythe validity of each person signingthe petition and notify thenominated candidate(s)ofthe results and notify the ExecutiveBoard and members of theNominating Committee accordingly.