By-Laws

 BY-LAWS

NEW JERSEY ASSOCIATION OF

HOUSING AND REDEVELOPMENT

AUTHORITIES (N.J.A.H.R.A.)

 

ADOPTED: October 24, 1992

AMENDED: October 1, 1996

AMENDED: June 29, 2012

AMENDED: June 27, 2014

AMENDED: September 24, 2021

SECTION 1. Name of the Corporation. The name of the Corporation shall be the “New Jersey Association of Housing and Redevelopment Authorities.”

 

SECTION 2. Seal of the Corporation. The seal of the Corporation shall bear the name of the Corporation and the year of its organization.

 

SECTION 3.Purposes of the Corporation. The purposes for which the Corporation  organized are to engage in any activity authorized under the “New Jersey Nonprofit Corporation Act” as set forth in N.J.S. 15A:1-1 et seq., and permissible under Section 501(c)(6) of the Internal Revenue Code of 1986 or any successor corresponding provision to a future Internal Revenue Code, relative to assisting its members provide for the development, financing and management of low and moderate income housing and providing assistance and support to the residents of low and moderate income housing in New Jersey.

 

ARTICLE II – MEMBERSHIP

 

SECTION 1. Full Membership. Full Membership and the right to vote on Corporation business is limited to one vote per Housing Authority which is current in paying dues to the Corporation, as shall be determined by the Corporation’s Treasurer.

 

SECTION 2. Associate Membership.  Any individual, group, corporation, government body, association, partnership or any other entity may be an Associate Member of the Corporation. An Associate Member shall entitled to attend meetings and other functions of the Corporation, shall receive any mailings of the Corporation, including but not limited to mailings produced by the Corporation for informational and educational purposes. An Associate Member shall have no voting rights. No Associate Member or individual belonging to or representing an Associate Member shall ever serve as an Officer of the Corporation; however, such persons may serve as non-voting members of the Corporation’s Committees and Sub-committees.

 

SECTION 3. DUES. The Corporation, from time to time, shall establish dues schedules for Full  and Associate Members.

 

 

 

ARTICLE III – OFFICERS

 

SECTION 1. OFFICERS. The Officers of the Corporation shall be a Chairperson, Vice-Chairperson, Treasurer, Executive Director/Secretary, Deputy Executive Director/Acting Secretary and a Corresponding Secretary.

 

SECTION 2. CHAIRPERSON. The Chairperson shall preside at all meetings of the Corporation. Except as otherwise authorized by resolution of the Corporation, the Chairperson will sign all contracts, and other instruments made by the Corporation. At each meeting the Chairperson shall submit such recommendations and information as he/she may consider proper concerning the business affairs and policies of the Corporation. The Chairperson shall appoint all Chairpersons, Co-Chairpersons, Vice-Chairpersons, and other members to the Corporation’s Standing Committees and its Sub-committees as he/she sees fit.

 

SECTION 3. VICE-CHAIRPERSON. In the absence of the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson, and in case of the resignation or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Corporation shall elect a new Chairperson.

 

SECTION 4. TREASURER.  The Treasurer shall keep regular books of account showing receipts and expenditures and  shall render to the Corporation, at each regular meeting (or more often when requested), an account of his/her transactions and also of the financial condition of the Corporation. He/she shall give bond for the faithful performance of his/her duties as the Corporation may determine.

 

SECTION 5. EXECUTIVE DIRECTOR/SECRETARY. The Secretary shall keep the records of the Corporation, shall sit as Secretary of the Corporation and record all votes, and shall keep a record of the proceedings of the Corporation in a journal of proceedings to be kept for such purposes, and shall perform all duties incident to his/her office. He/she shall keep in safe custody the seal of the Corporation and shall have power to affix such seal of the Corporation to all contracts and instruments authorized to be executed by the Corporation. The Executive Director/Secretary shall be selected by the Corporation. Any person appointed to fill the office of the Executive Director/Secretary or any vacancy therein shall have such term as the Corporation fixes.

 

The compensation of the Executive Director/Secretary shall be determined by the Corporation. The Corporation may appoint a temporary Executive Director/Secretary who may or may not be compensated as the Corporation shall determine.

 

SECTION 6. DEPUTY EXECUTIVE DIRECTOR/ACTING SECRETARY.  The Deputy Executive Director/Acting Secretary shall assist the Executive Director/Secretary; and, in the absence of the Executive Director/Secretary, perform the duties of the Executive Director/Secretary.  The Deputy Executive Director/Acting Secretary shall be selected by the Corporation. Any person appointed to fill the office of Deputy Executive Director/Acting Secretary or any vacancy therein shall have such term as the Corporation fixes. The compensation of the Deputy Executive Director/Acting Secretary shall be determined by the Corporation. The Corporation may appoint a temporary Deputy Executive Director/Acting Secretary who may or may not be compensated as the Corporation shall determine.

 

SECTION 7. CORRESPONDING SECRETARY. The Corresponding Secretary shall be responsible for all of the Corporations incoming and outgoing correspondence and communications. The Corresponding Secretary shall be appointed by the Chairperson of the Corporation and shall serve at the will of the Chairperson.

 

SECTION 8. ADDITIONAL DUTIES. The officers of the Corporation shall perform such other duties and functions as may from time to time be required by the Corporation, these By-Laws, or the Laws of the State of New Jersey.

 

SECTION 9. CHAIRPERSON, VICE-CHAIRPERSON AND TREASURER.

 

(a)    The nominating committee shall recommend individuals who are Executive Directors, or Commissioners of the Full Members. The recommended slate of candidates shall be selected by the nominating committee, and shall be presented to the membership by regular or electronic mail at least thirty (30) days prior to the annual meeting of the Corporation.  Notice given by regular mail shall be deemed to be given when deposited in the United States mail, postage prepaid.  Notice given by electronic mail shall be deemed to be given when sent by electronic mail and not returned as undeliverable.

 

(b)    Nominations may be taken from the floor at the Annual Meeting of the Corporation from any Full Member in good standing for the election of Executive Directors or Commissioners of the Full Members to fill the office of Chairperson, Vice-Chairperson and/or Treasurer.

 

(c)    No candidate for Chairperson, Vice-Chairperson or Treasurer shall be elected to any office unless he/she shall be nominated as herein prescribed.

 

(d)    No candidate for Chairperson or Vice-Chairperson shall be permitted to succeed themselves consecutively more than once for these offices.

 

(e)    No more than one (1) representative of any Housing Authority may be elected to office at the same time, nor shall more than one (1) representative from any Housing Authority serve in any elected office at the same time.

 

(f)      A majority vote of the members in good standing, attending the Annual Meeting, shall be required to elect Officers at the Annual Meeting. If an Officer is required to be selected between Annual Meetings he/she shall be selected and serve in accordance with Section 10 below by a majority of the members in good standing at the Corporation’s next Regular Meeting.

 

(g)    The Chairperson, Vice-Chairperson and Treasurer shall be elected at the annual meeting of the Corporation from among the Full Members of the Corporation and shall hold office for one (1) year or until their successors are elected and qualified.

 

SECTION 10. VACANCIES. Should the office of Chairperson, Vice-Chairperson or Treasurer become vacant, the Corporation shall elect a successor from its membership at the next Regular Meeting, in accordance with Sections 9(f) above, and such election shall be for the unexpired term of said office. When the office of Executive Director/Secretary becomes vacant, the Corporation shall at its next Regular Meeting, in accordance with Article III, Section 9, select a successor.

 

ARTICLE IV –STANDING COMMITTEES

 

SECTION 1. COMMITTEE COMPOSITION. The Chairperson shall name the Chairperson, Co-Chairperson, Vice-Chairperson and members of all Committees. No more than two (2) individuals affiliated (e.g.  Executive Director or Commissioner) with any Full Member shall be permitted to serve on any given Committee. The Chairperson of the Corporation and Executive Director of the Corporation shall always be ex-officio, non-voting members of all Committees.

 

SECTION 2. PROGRAM COMMITTEE. The Program Committee shall consist of a Chairperson, a Vice-Chairperson-North and a Vice-Chairperson-South. The two (2) Vice-Chairpersons shall perform such duties as the Program Chairperson may require. The Vice-Chairperson’s duties shall not be limited to but shall include the convening of meetings to further the causes and purposes of the Corporation in his/her jurisdiction.

 

The Program Committee shall recommend, plan and implement programs for the good and welfare of the Corporation.

 

SECTION 3. LEGISLATIVE/LEGAL COMMITTEE. The duties of the Legislative/Legal Committee shall include but not be limited to keeping abreast of all key Federal and State legislation relative to low and moderate income housing. It shall make New Jersey Federal and State legislators aware of the needs and desires of the member authorities. It shall monitor Federal and State case law pertaining to low and moderate income housing. It shall keep both Full Members and Associate Members apprised of key developments in Federal and State Law dealing with low and moderate income housing.

 

SECTION 4. NOMINATING COMMITTEE. The Nominating Committee shall be responsible for contacting and interviewing potential candidates for officers of the Corporation prior to the Annual Meeting. The recommendations of the Nominating Committee must be delivered to the members at least 30 days prior to the election of officers.

 

SECTION 5. BY-LAWS COMMITTEE. The By-Laws Committee will take under advisement proposed changes or additions in the By-Laws of the Corporation and report its findings to the membership for consideration and possible action.

 

SECTION 6. HOUSING COMMITTEE. The Housing Committee shall investigate and report to the Corporation changes, new and experimental programs, innovative approaches, etc. as they relate to Public Housing, the Section8 Programs, and other Federal and State programs designed to assist in the construction, financing and management of low and moderate income housing, as well as to provide support services to the residents of such housing.

 

SECTION 7. BUDGET COMMITTEE. The Budget Committee is to include but not be limited to the Budget preparation and financial activity of the Corporation. It is to advise the Corporation on all financial matters concerning the Corporation and maintain an overview of financial activities.

 

SECTION 8. INSURANCE COMMITTEE. The Insurance Committee will be responsible for monitoring legislative and judicial events as they relate to the business of housing authorities. In addition, the Insurance Committee shall interface with insurance companies as well as with insurance associations on matters pertaining to the procurement of all types of insurance by housing authorities in the State of New Jersey.

 

SECTION 9. MEMBERSHIP COMMITTEE. The Membership Committee shall promote active participation in the affairs of the Association, including but not limited to attendance at meetings of the Association and payment of dues to the Association.

 

SECTION 10. PERSONNEL COMMITTEE. The Personnel Committee shall be responsible for the recruitment and hiring of professional service personnel, including but not limited to personnel to fill the positions of Executive Director/Secretary, Deputy Executive Director/Acting Secretary, Legal Counsel and Accountant. As determined necessary by the Committee, it shall solicit proposals from and conduct interviews with prospective professionals. The Committee shall recommend to the membership of the Association the professionals it recommends for selection, which recommendations shall be considered by the membership in the selection of professionals. Once the Association has duly chosen its professionals for a given term, the Committee shall have the authority to negotiate contractual terms, including compensation for the professionals.

 

SECTION 11. EDUCATION AND PROFESSIONAL TRAINING. This Committee shall be responsible for the development and coordination of professional training to be provided by the Association and shall be responsible for advising the membership of education and professional training to be provided by other organizations and associations.

 

ARTICLE V – EXECUTIVE COMMITTEE

 

SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee shall be responsible for the operation of the Corporation between meeting of same.

 

The Executive Committee shall consist of the officers of the Corporation, namely, the Chairperson, the Vice-Chairperson, the Treasurer, the Executive Director/Secretary and all Chairpersons, Co-Chairpersons and Vice-Chairperson of Standing Committees as follows:

 

Program Committee                             Insurance Committee

Legislative/Legal Committee                Membership Committee

Nominating Committee                        Personnel Committee

Housing Committee                             Budget Committee

By-Laws Committee                             Education and Professional    

                                                                 Training Committee

                                   

ARTICLE VI – MEETINGS

 

SECTION 1. ANNUAL MEETING. The Annual Meeting of the Corporation shall be held during the month of September or as soon thereafter as shall be determined by the Chairperson of the Association at a place so designated. The Annual Meeting shall be  in lieu of a quarterly meeting.

 

SECTION 2. REGULAR MEETING. Quarterly meetings shall be held at the regular meeting place of the Corporation, or such other location as the Chairperson may designate, during the months of December, March and June, or as soon thereafter as shall be determined by the Chairperson.

 

SECTION 3. SPECIAL MEETINGS. The Chairperson of the Corporation may, when he/she deems it expedient, and shall, upon the written request of at least ten (10) members of the Corporation, call a Special Meeting of the Corporation for the purpose of transacting any business designated in the call. The call for a Special Meeting shall be delivered to each Full Member and Associate Member of the Corporation or shall be mailed to each Full Member and Associate Member.

 

SECTION 4. QUORUM.  One-third (1/3rd) of the Full Members in good standing shall constitute a quorum for the purpose of conducting a meeting of the Corporation, but a smaller number may adjourn the time of such meeting on a specific date until a quorum is obtained.

 

SECTION 5. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT. Members may participate in a meeting of the Corporation by means of telephone conference or similar communications equipment by means of which all members participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person by any such member at such meeting.

 

SECTION 6. ORDER OF BUSINESS. At the Regular Meeting of the Corporation the following, unless otherwise noted, shall be the order of business.

 

1.       Pledge of Allegiance.

2.       Roll Call.

3.       Reading and Approval of Minutes of previous meeting.

4.       Bills and Communications.

5.       Report of the Secretary.

6.       Reports of the Committees.

7.       Unfinished Business.

8.       New Business

9.       Adjournment.

 

All resolutions shall be in writing and there shall be copies in a journal of the proceedings of the

Corporation.

 

SECTION 7. APPROVAL OF RESOLUTIONS. Voting on resolutions coming before the Corporation shall be by roll call and the yea and nay votes shall be entered upon the minutes of such meeting. To be adopted, a resolution must be voted affirmatively by a majority of the Full Members present at the meeting. All other matters may be voted on by voice vote.

 

ARTICLE VII – AMENDMENTS

 

AMENDMENTS BY-LAWS. The By-Laws of the Corporation shall be amended only with the approval of at least two-thirds (2/3rds) of those present at a Regular Meeting or a Special Meeting and at least a majority of the members in good standing of the Corporation, but no such amendment shall be adopted unless at least thirty (30) days written notice thereof has been previously given to all members of the Corporation by the Executive Director/Secretary.

 

ARTICLE VIII – VOTING

 

As stated in Article II, each Full Member housing authority in good standing shall be entitled to cast one vote on all decisions of the Corporation including the selection of the Executive Director/Secretary, the election of other Officers and the adoption of Resolutions. No voting may be done by proxy. One individual designated by each Full Member in attendance however the Full Member sees fit to so designate, shall cast the vote of the member. In the event that there is more than one individual in attendance at a Meeting representing or claiming to represent a Full Member, and these individuals cannot reach agreement on how to vote on a given matter, that Full Member shall be considered to have cast a vote of “abstained”.

 

ARTICLE IX – PROCEDURE

 

Roberts Rules of Order shall govern the procedure of all meetings of the New Jersey Association of Housing and Redevelopment Authorities.

 

ARTICLE X – APPROVAL OF BY-LAWS BY NEW JERSEY ASSOCIATION OF HOUSING AND REDEVELOPMENT AUTHORITIES

 

These By-Laws before becoming operative shall be approved by a majority of the Full Member Authorities at a regular or special meeting.