BY-LAWS

OF

HAWARDEN COOPERATIVE ASSOCIATION

 

Article 1 - Name and Location

 

            The name of this Association is Hawarden Cooperative Association.  It  is a non-profit Association without capital stock or shares, established pursuant to and under the District of Columbia Cooperative Association Act, Title 29, Chapter 8 of the Code of Laws of the District of Columbia.

 

Article 2 - Purpose

 

            As set forth in its Articles of Association, this Association is not organized for pecuniary gain but for the following purposes:

 

                        a.  The Hawarden Cooperative Association is formed to acquire, own, hold, build, manage, operate, sell, lease, pledge, mortgage, or otherwise dispose of housing of all kinds and appurtenant facilities for the mutual benefit of its members.

                         

                        b.  To provide on a non-profit basis, such community and other facilities, services or benefits as may be necessary or convenient for the welfare of its members and the usefulness of said Association.

 

                        c.  In pursuance of said purposes the Association shall enter into an appropriate agreement for the acquisition of 1419 R Street, NW, Washington, D.C. (Hereinafter called the “Project”) as its initial acquisition.

 

Article 3 - Directors and Officers

 

            Section 1.  The affairs of the Association shall be managed by a Board of Directors composed of five persons.  Except as to the first Board, whose members are designated in the Articles of Association or are elected by those so designated and who shall serve until the first annual meeting of the members or until their successors are elected and shall qualify, each director shall be elected by members at the regular annual meeting and hold office until his or her successor is elected and shall qualify, subject to the provisions of these By-Laws.

 

            Section 2.  At the first annual meeting of the members, all Directors shall be elected for a term of one year and each Director shall be a member of the Association.  No compensation, remuneration, or any payment of any kind, or in any form, shall be paid to any Director for his services as such, unless compensation or remuneration be so voted to a Director or Directors at a special or annual meeting of the members.

 

            Section 3.  Any director or other officer of the Association may resign at any time.  This resignation shall be made in writing, and shall take effect at the time specified therein or if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

 

            Section 4.  The officers of the Association shall consist of a President, who shall serve as Chairman of the Board of Directors, a Vice President, who shall serve in the absence of the President, both of whom shall be members of the Board of Directors, and a Secretary and Treasurer.  The Board of Directors shall elect that aforesaid officers after the annual meeting of the members, which should be held within five (5) days after each annual meeting of the members.  Said officers shall hold office until the first meeting of the Board of Directors following the succeeding annual meeting of the members of the Association or until their successors shall have been elected and qualify.

 

            Section 5.  When a vacancy occurs in the Board of Directors before the expiration of his or her term for any reason, the vacancy shall be filled by the remaining members of the Board at the next succeeding meeting of the Board by electing a member of the Association who shall serve until the next annual meeting of the members, at which meeting the members shall elect a person to serve as Director to complete the then remaining portion of the unexpired term.  When a vacancy occurs in the office of an officer of the Association for any cause before said officer’s term has expired, the vacancy shall be filled by the Board of Directors at its next succeeding meeting by electing a person to serve for the remainder of the unexpired term or until his successor has been elected by the Board of Directors and shall qualify.

 

            Section 6.  A majority of the members of the Association present at any regular or special meeting duly called may remove any Director or officer for cause affecting the ability or fitness of the Director or officer to perform his duties upon specific written complaint previously filed with the secretary of the Association, signed by the member or Director making the complaint, accompanied by a petition signed by at least five (5) members requesting the consideration of said complaint by the membership.  Within five (5) days of receipt of said complaint and petition, the Secretary of the Association shall give ten (10) days notice in writing of the time, place, and object of such meeting to the members and to the Director or officer against whom the complaint is made, said notice to be accompanied by a copy of the complaint.  Such Director or officer shall be given an opportunity at said meeting to be heard in person or through counsel and to produce witnesses in regard to the complaint.  If a Director be removed under the provisions of this section, the members shall at the same meeting or at an adjourned meeting elect person to fill the vacancy thus created for the remainder of the unexpired term.  If an officer be removed under the provisions of this section, the Board of Directors shall appoint another to fill the vacancy thus created for the remainder of the unexpired term as provided in Section 5 of this Article.

 

Article 4 - Powers and Duties of the Board of Directors

 

            Section 1.  The Board of Directors in its corporate capacity shall exercise all the powers of the Association and make necessary rules and regulations not inconsistent with the law, the Articles of the Association, or these By-Laws; and no Director in his individual capacity shall attempt to deal with members of the Association, employees, or others in behalf of the Association unless authorized to do so by the Board of Directors.

 

            Section 2.  The Board of Directors may appoint, discharge, and fix the duties and salaries of the manager and of such employees, attorneys, and agents as it may deem necessary to carry on the business of the Association.  Such appointees need not be members of the Association.  Provided, however, the members at a special or annual meeting by a majority vote may discharge or set the salary of any agent or employee so employed by the Director.

 

            Section 3.  The Board of Directors shall meet at least monthly at a regular time as decided by the Board of Directors.  Special meeting of the Board of Directors shall be held upon the call of the President or Vice President or upon the written request of the majority of the members of the Board of Directors to the President.  Notice of regular or special meetings shall be in writing and be mailed or otherwise delivered to each Director by the Secretary at least three (3) days and not more than ten (10) days before the meeting.  Notice of every special meeting shall state the object of such meeting, and no business other than that specified in such notice shall be transacted.

 

            Section 4.  The Board of Directors shall select one or more banks to act as depositories of the funds of the Association and determine the manner of receiving, depositing, and disbursing the funds of the Association and the form of checks and the person or persons by whom the same shall be signed when not signed by the Treasurer, as provided herein.  In every case the bank or banks selected shall be a member of the Federal Deposit Insurance Corporation or the successor thereof.

 

            Section 5.  The Board of Directors shall require the Treasurer, Manager, and every individual acting as officer or employee of the Association and handling Association funds and securities amounting to $1,00.00 or more, in any one year, to be covered by adequate bonds as determined by the Board, and said bonds to be furnished by responsible bonding companies as approved by the Board, at the expense of the Association.  The Board may also require the bonding of other employees and officers.

 

Article 5 - Membership and Rights Thereunder

 

            Section 1.  Membership shall be open to all applicants approved by the Board of Directors, and the acceptance of one for membership shall rest solely with the majority of the Board of Directors and there shall be no appeal from the Board’s decision.

 

            Section 2.  The joint ownership of a membership interest by husband and wife or other adult members of a family with right to supervisorship shall be permissible, otherwise membership interest must be owned and controlled by an individual natural person.  In joint ownership of a membership it will carry only one vote.

 

            Section 3.  The Board of Directors shall consider the moral character and the financial ability of all applicants for membership, and the Board of Directors solely shall approve or reject all such applicants and there is no appeal from their majority decision.  The Board of Directors will extend membership to all applicants they approve.

 

            Section 4.  Each applicant for membership in this Association as a condition of membership shall: (1) supply for the information of the Board such data as it shall deem essential and (2) agree in writing to abide by the By-Laws and all the rules and regulations of the Associations.

 

            Section 5.  The certificate fee for members shall be One Dollar ($1.00) and no Certificate of Membership shall be issued until such fee has been paid.  Each Certificate of Membership in the Association shall be numbered in order and shall be entered in the Membership Book of the Association as it is issued.  Each Certificate of Membership shall exhibit the member’s name, recite his membership in the Association, contain a statement of the requirements of Section 6, Article 8 hereof, have plainly printed on the face thereof the word “Non-Transferable”, and be signed by the President of the Association and bear the seal of the Association attested by its Secretary.

 

            Section 6.  Certificates of Membership are not transferable.  One who becomes eligible to membership by succeeding to the rights of a member of this Association and who becomes a member of the Association shall be issued a new Certificate of Membership.

            Section 7.  Membership in the Association shall cease upon termination of the Mutual Ownership Contract.

 

            Section 8.  The Board of Directors may at any time make a formal complaint against an occupant member of the Association if the Board is of the opinion that such member has violated any of the provisions of these By-Laws, or that he has been guilty of conduct detrimental to the Association, or that he is for any reason undesirable as a resident.  After service upon him of a copy of the complaint and a hearing given him by the Board upon his written request for such hearing filed with the Secretary of the Association, his membership, Mutual Ownership contract, and any other contract with the Association may be terminated by the affirmative vote of four of the members of the Board.

 

            Section 9.  The termination of membership hereunder shall automatically revoke the Certificate of Membership of the member affected thereby and such revocation shall be so recorded in the Membership Book of the Association.  Upon termination or forfeiture of membership, the former member shall surrender his Certificate of Membership in the Association.

 

Article 6 - Duties of Officers

 

            Section 1.  The President shall:

 

            (1) Act as presiding officer at all meetings of the Association and of the Board of Directors;

           

            (2) Call special meetings of the Board of Directors, and of members of the Association;

 

            (3) Sign, with the Treasurer, all checks, contracts, promissory notes, deeds, and other instruments on behalf of the Association, except those which the Board of Directors specifies may be signed by other persons. 

 

            (4) Perform all acts and duties usually required by an executive to insure that all orders and resolutions of the Board are carried into effect, and he shall be ex officio a member of all standing committees.

 

            Section 2.  The Vice President shall:

 

            (1) Act as presiding officer at all meetings of the Association and of the Board of Directors when the President is absent;

 

            (2) In the absence of the President, perform all other acts or duties ordinarily required of the President;

 

            (3) And other such duties as directed by the Board of Directors.

 

            Section 3.  Should the President and the Vice President be absent from any meeting, the Directors shall select from their number a person to act as Chairman of the meeting.

 

            Section 4.  The Secretary shall:

 

            (1) Attend all (regular or special) meetings of the members of the Association and of the Board of Directors and keep all records and minutes of proceedings thereof or cause the same to be done;

 

            (2) Have the custody of the corporate seal which shall be affixed to such instruments as may require it and thereupon shall be attested by his signature or by the signature of the Treasurer;

 

            (3) Attend to all correspondence on behalf of the Board, issue notice of meetings, and prepare the regular quarterly statements of the affairs of the Association;

 

            (4) Keep the Membership book and receive all applications for admission to membership and present such applications to the Board at its next regular meeting;

 

            (5) Pursue such other duties as the Board of Directors may determine and on all occasions, in the execution of his duties, act under the superintendence, control and direction of said Board;

 

            (6) Have custody of the minute books of the meetings of the Directors and members, which minute book shall at all times be available for the information of the Directors.

 

            Section 5.  The Treasurer shall:

 

            (1) Attend all meetings of the Association and the Board of Directors;

 

           

            (2) Receive such sums of money as may be paid into his hands for the account of the Association and disburse funds as may be ordered by the Board, taking proper vouchers for such disbursements, and be custodian of all securities, contracts, leases and other important documents pertaining to the business of the Association which he shall keep.

 

            (3) Supervise the keeping of accounts of all the financial transactions of the Association in books belonging to the Association and deliver such books to his successor.  He shall prepare and distribute to all members of the Board at least ten days before each annual meeting of the members and whenever else required, a summary of the financial transactions and conditions of the Association for the preceding year.  He shall make a full and accurate report of all matters and business pertaining to his office to the members at the annual meeting and make all reports required by law;

           

            (4) Deposit all funds of the Association in the name and to the credit of the Association, in such depositories as shall be designated by the Board of Directors;

 

            (5) Sign as Treasurer all checks, and, with the President, sign all contracts, promissory notes, deeds, and other instruments on behalf of the Association, except those which the Board of Directors specified may be signed by other persons;

 

            (6) Furnish the Association with indemnity bond against loss for such amount as may be determined by the Board of Directors, at the expense of the Association;

 

            (7) Perform such other duties as may be required of him by the Association or the Board of Directors.

 

ARTICLE 7 - Duties of Manager

 

            Section 1.  The duties of the Manager shall be:

 

            (1) To manage and conduct the business of the Association in accordance with the general policies and authorization of the Board of Directors and/or the duly passed motions of the members at a special or annual meeting of the membership after due notice has been given the manager.

 

            (2) To engage and discharge the employees of the Association subordinate to him in accordance with authority given by the Board of Directors;

 

            (3) To cause accurate books to be kept of the business of the Association and to submit the same, together with all files and records and inventories, and other information pertaining thereto, for inspection at any time by the Board of Directors or by an auditor appointed by the Board, certified public accountants appointed by the Board or auditing committees of the Association.

 

Article 8 - Meetings of Members

 

            Section 1.  The regular annual meeting of the members shall be held on the second Tuesday in December at such time and place as designated by the Board of Directors, at which time, in addition to transacting the general business of the Association, Directors and members of standing and special committee shall be elected and reports given upon all matters affecting the Association.  Nothing herein shall be construed to prevent the election by the members of other committees at other regular or special meetings of the members.

 

            Section 2.  Special meetings of the members shall be called by the Presidents whenever he shall deem it necessary or as directed by Resolution of the Board of Directors or within five (5) days of receipt by him of a petition signed by at least seven members addressed to the President and mailed or otherwise delivered to him.

 

            Section 3.  Notice of regular and special meeting shall be in writing and be mailed or otherwise caused to be delivered by the Secretary at least three (3) days and not more than ten (10) days before the meeting.  Notice of every special meeting shall state the object of such meeting, and no business other than that specified in said notice shall be transacted thereat.  Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless otherwise stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a Post Office box addressed to the person entitled thereto at his last known Post Office address, and such notice shall be deemed to have been given on the day of such mailing.

 

            Section 4.  The presence of at least nine of the members shall constitute a quorum for the transaction of business at any meeting of the Association.  If less than a quorum shall be in attendance at any time for which a meeting shall have been called, such meeting may, after the lapse of at least one-half hour, be adjourned from time to time by a majority of members present.  If notice of such adjourned meeting is sent to the members, such notice containing a statement of the purpose of the meeting and also that the previous meeting failed for lack of a quorum, and that it is proposed to hold the adjourned meeting with a quorum of those present, then any number of members shall constitute a quorum at such a meeting.

 

            Section 5.  The order of business at all meeting of the members and of the Board of Directors shall be as follows:

 

            (1) Roll call

            (2) Proof of Due Notice of Meeting

            (3) Reading of the Minutes of the Previous Meeting and Action Thereon

            (4) Reports of Officers and Directors

            (5) Report of Committees

            (6) Unfinished Business

            (7) New Business

            (8) Adjournment

The parliamentary procedure for conduct of all meetings shall be governed by Robert’s Rules of Order (Revised).

 

            Section 6.  Every member is entitled to one (1) vote only upon all questions coming before any and all meetings of the Association.  Each vote must be cast in person, and there shall be no voting by proxy or by mail.  Provided, however, if a member is absent from the housing project and is therefore unable to cast his vote in person, his or her spouse shall be entitled to cast the vote of the absent member, upon presentation of evidence of said absence which is satisfactory to the presiding officer.

 

            Section 7.  Voting shall be viva voce (by the voice) or by show of hands, unless the Chairman calls for a rising vote, a roll call vote, or a secret ballot.  However, in the election of Directors, any member may require a secret ballot.

 

Article 9 - Non-Profit Requirements

 

            Section 1.  Dwelling units and other services and necessities shall be made available to the members of the Association at no profit to the Association.  The charges therefor as determined by the Board of Directors or by a majority vote of the members at a special or annual meeting of the members shall be only sufficient to enable the Association to meet its property-purchase amortization payments, pay fixed and operating expenses and build up a general reserve for contingencies and special reserves to take care of maintenance and repair, vacancies, and the repurchase of equities from withdrawing members.  In the event there shall be received in any one year funds in excess of the estimated operation expenses, such savings shall be returned to the members by a reduction in operating assessment for the ensuing year.

 

            Section 2.  Upon a member’s withdrawing from membership in the Association and leaving the community for employment elsewhere or for other valid reasons or causes, said member may sell and transfer his or her net equity, if any, and occupancy rights to the Association or to another under the terms of his Mutual Ownership contract with the Association, subject to the limitations that a purchaser and transferee other than the Association shall first be approved by the Association to take said member’s place in the dwelling unit vacated.

 

 

Article 10 - Auditing

 

            Section 1.  A committee of three (3) persons shall be chosen from among the members of the Association by the Board of Directors to serve as an auditing committee until the first annual meeting of the members of the Association.  Thereafter said committee shall be elected by the members of the Association at their regular annual meeting.  Vacancies in said Committee shall be filled from among the members who are not Directors of the Association by the members at the next regular meeting of members following the occurrence of the vacancy, or at a prior special meeting called for that purpose.  It shall be the duty of the auditing committee to make an audit of the books of the Association annually, giving a written report thereof to the members.

 

Article 11 - Fiscal Year

 

The fiscal year of this Association shall be January 1 to December 3.

 

Article 12 - Seal

 

            The Association seal shall be circular and shall have inscribed concentrically thereon the name of the Association.  Said seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise.

 

Article 13 - Lost Certificate of Membership

 

            The Board of Directors may direct a new Certificate of Membership to be issued for the same cost as the original in place of any certificate theretofore issued by the Association alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost and the performance of such further acts and production of such further evidence as the Board may require.  The new certificate shall be plainly marked “Duplicate”.

 

Article 15 - Amendments

 

            These By-Laws may be amended by a two-thirds vote of the members present and voting (there being a quorum present at the time the vote is taken) at any regular or special meeting subject to the same limitations and prohibitions as to subject matter as those set forth in the provisions of the Certificate of Association with reference to amending the Certification of Association.  Amendments may be proposed by the Board of Directors or by petition signed by at least ten members containing the exact text of the proposed amendment or amendments, filed with the Secretary of the Association, who shall mail or otherwise deliver notice thereof to all members not less than three (3) days before amendments shall be voted upon.