BYLAWS OF
ALASKA
MANUFACTURED HOME RESIDENT ADVISORY COUNCIL
The name of this corporation shall be ALASKA MANUFACTURED HOME RESIDENT ADVISORY COUNCIL (hereinafter AMHRAC).
Section 1. ORGANIZATIONAL PURPOSE.
This organization is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code as may be amended.
Section 2. ORGANIZATIONAL OBJECTIVES.
A. To educate mobile/manufactured homeowners, renters, park owners, elected officials and the general public about the advantages of the mobile/manufactured home lifestyle:
1.Organize mobile home park residents.
B. To create or cause to be created mobile/manufactured home communities owned by the tenants.
Section 1. The internal affairs of the corporation shall be regulated by any Federal and/or State laws that may pertain hereto and by the Bylaws adopted by the corporation.
Section 2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3. Upon dissolution of the corporation, assets shall be distributed to one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 1. PRINCIPAL OFFICE. The principal office of AMHRAC shall be in the municipality of Anchorage Alaska, or such other place as designated by resolution of the Board of Directors of AMHRAC.
Section 2. OTHER OFFICES. The Board of Directors may elect to open other offices within and without the State of Alaska to conduct the business of the Corporation.
MEMBERS
Section 1. RIGHTS. Members will control the Corporation. No member shall hold more than one membership in the Corporation. All members shall have the same rights, privileges, restrictions and conditions. There shall be no limitation on the number of members of AMHRAC. Membership is not transferable.
A. Voting member. “Member”
1. Dues shall be $25 per year. Anniversary date shall be date of signing.
2. Rents/owns a mobile home.
B. Non-voting member. “Associate Member”
1. Business.
a. Dues shall be $50 per year. Anniversary date shall be date of signing.
2. Does not rent/own a mobile home.
a. Dues shall be $25 per year. Anniversary date shall be date of signing.
C. Non-voting member. “Supporting Member”
1. Mobile/Manufactured Home Park(s).
a. Dues shall be $100 per year. Anniversary date shall be date of signing.
Membership levels and dues for those levels may be changed by the Board by a majority vote.
Section 3. MEMBERSHIP BOOK. AMHRAC shall maintain a membership book listing the name, address, phone number, fax, and e-mail address of each corporate member. The book shall contain the date membership in AMHRAC ceases. The Secretary of the corporation shall keep the membership book. It shall be the responsibility of each member to insure that the Secretary has current information at all times.
Section 4. LIABILITY. No member by virtue of just being a member of AMHRAC shall be liable for the debts, liabilities or obligations of the corporation.
Section 5. TERMINATION OF MEMBERSHIP. A Member’s membership in AMHRAC shall terminate on the occurrence of any of the following:
A. Upon receipt by an Officer or Director of a Member’s written resignation of membership in the corporation.
B. Upon death of a member.
A. Upon the failure of a member to pay membership dues by the due date. Termination of membership for non-payment of dues occurs automatically without notice being given by the Corporation.
B. Upon termination of membership in accordance with Article XII of these by-laws.
Section 1. ANNUAL MEETING. At least one meeting of the Members shall be held each year. This annual meeting will be held at the place, date and time designated by the Executive Board. The purpose of the annual meeting shall be to transact any and all business of the Corporation including but not limited to the election of the Executive Board, the ratification of the acts of the Executive Board undertaken since the last meeting of Members, and the election of officers of the Corporation.
Section 2. SPECIAL BUSINESS MEETINGS.
A. Business meetings other than the Annual meeting may be called for any purpose or purposes by the Chair or a majority of the Executive Board.
B. Special meetings of the Members may also be called for any purpose or purposes by:
1. A majority of the Executive Board, or
2. A written request by a majority of members of the corporation.
C. All requests for a special meeting of Members must state the reason for which the special meeting of Members is being sought. Requests to have a special meeting of the Members will be considered served on the Executive Board of the corporation if they are given to any member of the Executive Board or any officer of the Corporation by either personal delivery or certified mail.
D. Upon receipt of a valid request for a special meeting by a Member, the Executive Board will schedule a special meeting at a date neither less than ten (10) days nor more than sixty (60) days from receipt of the request.
E.
Should the Executive Board fail to give notice of the special meeting, the
person or persons making the request for the special meeting may set the date
and time of the special meeting and give notice themselves.
Section 3. NOTICES
OF BUSINESS MEETINGS. Notices of all member meetings shall be in writing and
must be signed by the Chair, Vice-chair, or Secretary of the Corporation.
All notices of a Members meeting must contain a statement about the
purpose for which the meeting is called and any special business which is to
be conducted therein. The notice
must state the date, time and place of the meeting.
The notice must be delivered, mailed, e-mailed or faxed to each Member
at least ten (10) days before the meeting.
The notice shall be delivered to the last known address, email or fax
number of the Member as it appears on the Corporation’s book of Members.
Upon such mailing, email or fax, the service of notice shall be deemed
complete.
A.
Personal delivery of a notice to any Officer or Member of the Corporation
shall constitute valid service on the Officer or Member.
B. The Officer of the Corporation giving notice of the meeting shall file a
declaration with the minutes of the Corporation stating that the notice of the
meeting has been duly given to all Members entitled to vote.
C. If a meeting is adjourned for less than thirty (30) days, no new notice
need be given to Members. If a
meeting is adjourned for more than thirty (30) days, a new notice of the date,
time and place for the resumption of the meeting must be given to the Members.
Section 4. BUSINESS AT
THE MEETING. At a special meeting of the Members, the business transacted
shall be limited to that which is stated in the notice of the meeting unless
two thirds of the Corporation’s Members who are present agree to additional
business being conducted.
Section 5. QUORUM FOR
MEETING. When Members representing a majority of the corporate membership
entitled to vote are present, a quorum shall exist for conducting the meeting.
If, however, a quorum does not exist, a valid meeting cannot be held.
A. If a quorum is present when the meeting is called, the Members may continue
to hold the meeting and transact business until adjournment, even if some
members leave so that a quorum is no longer present, provided a majority of
members who constituted the initial quorum still remain.
Section 6. MAJORITY RULES. At
a duly called meeting with a quorum present, the vote of Members constituting
a majority of the membership of the Corporation, shall determine the passage
of any corporate resolution or other business matter unless either State law
or the Bylaws require a different percentage of the vote.
Section 7. RECORDS DATE. Only
those persons who are shown to be members in good standing on the day of any
meeting of Members or such other day as fixed by the Executive Board shall be
entitled to vote.
Section 8. WAIVER OF NOTICE OF
A BUSINESS MEETING. Except for
the election of the Executive Board, Members can, without a meeting, undertake
any business that would otherwise require a meeting if authorized by the
written consent of members holding a majority of voting power, unless State
law or the Bylaws require a different percentage of the vote.
Section 9. CONSENTS TO
MEETINGS. The actions undertaken at a meeting of Members that was not properly
called and noticed shall nevertheless be valid if:
A.
A quorum is present, and
B.
Each of the Members entitled to vote and who were not present in person sign a
written waiver of notice or consent to the holding of such meeting and the
approval of the actions taken therein.
C.
All such waivers and consents must be filed with the corporation books and
become a part of the minutes of the corporate meeting therein.
A Member’s attendance at a meeting, which was not properly called and
noticed, shall constitute a waiver of notice unless an objection is made on
the record at the meeting.
Section 10. CONDUCT OF
MEETING. The Chair, if present,
and if not then the Vice-chair, shall call a meeting of Members together and
preside over the meeting. If
neither the Chair nor Vice-chair is present, the Members shall appoint a
person to serve as the Chair. The
Secretary if present and if not a person chosen by Members to fill the Chair,
shall serve as the Secretary of the meeting of Members.
Section 1. NUMBER OF DIRECTORS. This Corporation’s Board of Directors shall be composed of twenty (20) Directors. All Directors shall be of legal age and a member of AMHRAC. Directors shall be elected at the annual meeting of Members, except where a vacancy is filled pursuant to Section 4 below. Directors shall hold office until a successor is elected or appointed.
Section 2. STANDARD OF CARE. Each Director shall perform their duties, including those of being a member on any committee, in good faith. Each Director shall execute all duties through the use of the standard as to what, in the Director’s opinion, is in the best interests of AMHRAC. In making all decisions a Director shall use such reasonable care and inquiry as a reasonably prudent person in a like situation would employ.
Section 3. VACANCIES ON THE BOARD. Vacancies on the Board and new positions created by increasing the number of Directors may be filled by a vote of the majority of the remaining Directors even though they may constitute less than a majority of the full Board.
A. A vacancy on the Board shall be deemed to exist upon the death, resignation or removal of any Director, an increase in the number of Directors, or a failure of the Members to fill all Board vacancies at any meeting of Members to elect Directors.
B.
The Members may elect Directors at any time to fill vacancies on the
Board, which have not been filled by the Directors.
Such election shall require the majority vote of the Members in good
standing.
Section 4. REMOVAL OF DIRECTORS. The Members may at any time remove the entire Board of Directors or any individual Director as provided by these Bylaws. The remaining Board or Members, at a special meeting, may elect Directors to fill such vacancies as may result.
Section 5. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors is responsible for the management of the Corporation’s business and legal affairs. Towards this end, the Board will exercise all of the corporate powers to do such lawful acts that are not prohibited by either State law or the Articles of Incorporation.
Section 6. RESIGNATION. A Director may resign at any time effective upon giving written notice to the Board of Directors. Upon notice of the resignation the Board shall notify the Members and either fill the vacancy by appointment or schedule a special meeting of the Members for the election of a new Director.
Section 7. COMPENSATION OF DIRECTORS.
There shall be no compensation for Directors of the Corporation.
Section 1. NOTICE TO DIRECTORS AND MEMBERS. All notices to Directors and Members must be in writing and given by personal delivery, telegram, mail, email or fax. If notice is mailed, then it must be sent to the last known address of the Director or Member as it appears on the Corporation’s books. Upon such action, the service shall be deemed complete.
Section 2. WAIVER OF NOTICE. If a person who is entitled to vote at any meeting, be it a Member or Director’s meeting, is not given such notice of the meeting, no action undertaken at such meeting will be valid unless the person gives a valid waiver of notice. A waiver of notice is accomplished by:
A. Being present at the meeting and either not objecting to the meeting or entering oral consent to the meeting on the record, or
B. Executing a written waiver of notice for the meeting and the business to be transacted therein.
Once a waiver of notice has been validly executed, if a quorum was present, the transaction undertaken at the meeting shall be as valid as if the meeting had been properly called and noticed.
ARTICLE X
Section 1. The officers of AMHRAC shall be a Chair, Vice Chair, Secretary, Treasurer, Sergeant At Arms, Director of Education Development, Director of Political Awareness, Director of Public Relations, Director of Membership & Recruitment, Director of Financial Resources and Director of Communications. These officers shall perform the duties prescribed by these Bylaws and by Robert’s Rules of Order Newly Revised, which is the parliamentary authority adopted by this corporation. These officers shall be considered to be the Executive Board of the Corporation.
A. The Chair shall preside at all business meetings of the corporation and shall have the duties and powers normally appurtenant to the office of Chair or as specified by these Bylaws or by Robert’s Rules of Order Newly Revised. In case of the inability of the Chair to serve, the succession shall be Vice Chair, Secretary and Treasurer.
B. The Vice Chair shall act as the Chair in the absence or disability of the Chair and shall perform such other duties as the Executive Board may from time to time assign.
C. The Secretary shall keep records of the meetings of the officers and membership, shall maintain adequate records of contracts or any other instruments in the name of the Corporation and shall make all records available for review as set forth in these Bylaws.
D. The Treasurer shall keep a roll of the Members of AMHRAC with their addresses, and shall collect, receive and receipt all monies due or belonging to the Corporation. The Treasurer shall deposit all monies in the name of AMHRAC in a bank or other repository determined by the Executive Board. The books shall be open at all times for inspection by the membership, and the Treasurer shall report at every regular meeting a summary of the condition of the Corporation’s finances, including income and expenditures not previously reported.
1.
The Treasurer shall provide a current list of members in good standing
to the Secretary no later than 60 days prior to the annual meeting and as may
be requested from time to time. The Treasurer shall
render to the membership an account of all monies received or expended during
the previous year.
2.
A committee appointed by the Chair and
approved by the Executive Board shall review the books annually.
3.
The Treasurer shall pay all obligations
incurred by AMHRAC upon due authorization of the Executive Board or the
membership, and shall retain vouchers or receipts substantiating all
disbursements during the term of office.
1.
Normal and ordinary business expenditures up to One Hundred Dollars
($100) may be incurred by the Treasurer in the normal course of AMHRAC’s
business without further authorization from the Board.
2.
Expenditures from One Hundred One Dollars to Fifteen Hundred Dollars
($101-$1,500) must be authorized by the Executive Board; and
a.
Another officer of the corporation shall countersign all checks issued
by the Treasurer in excess of $100.
3.
Any and all expenditures above Fifteen Hundred Dollars ($1,500) must be
approved by a majority vote of the membership.
4.
The Treasurer shall file or cause to be
filed in a timely manner all fiscal reports and forms as required by the
Federal Internal Revenue Service, the State of Alaska and any other forms
required by funding organizations.
E.
The Sergeant At Arms serves the Chair to enforce the orderly conduct of
the meetings. Swears in the
officers. Is the keeper of
parliamentary rules.
F.
The Director of Education Development is the chair of the Education
Development Committee.
G.
The Director of Political Awareness is the chair of the Political
Awareness Committee.
H.
The Director of Public Relations is the chair of the Public Relations
Committee.
I.
The Director of Membership and Recruitment is the chair of the
Membership and Recruitment Committee.
J.
The Director of Financial Resources is the chair of the Financial
Resources Committee.
K.
The Director of Communications is the chair of the Communications
Committee.
L.
The Chair may appoint a member or members to assist the Executive Board
in achieving the goals and objectives of this corporation.
Section 2. No member shall
hold more than one office at one time.
Section
3. Removal. The Board shall have
the right to remove any officer whenever in its judgment the best interests of
AMHRAC will be served.
Section 4. Vacancies.
The Board shall by majority vote fill any office that becomes vacant
with a successor who shall hold office for the un-expired term of office.
Section 5. Salaries.
There shall be no remuneration for service to any officer of the
corporation in the performance of their duties.
Section 6. Resignation
of Officers. An officer may
resign at any time upon written notice to the Board without prejudice to their
rights of membership.
Section 7. Duties of
Officers. All officers shall perform the duties of their respective office in
good faith and with that degree of care, including reasonable inquiry, that an
ordinarily prudent person in a like position would use under similar
circumstances. An officer is entitled to rely on the information, opinions,
reports, or statements, including financial statements and other financial
data in each case prepared or presented by legal counsel or public
accountants, unless the officer has knowledge concerning the matter in
question that makes reliance on such information unwarranted.
ARTICLE
XI
Section 1. QUALIFICATIONS. Any member of the Board as duly elected by the overall membership shall be eligible to serve as a officer if the member is in good standing and is nineteen (19) years of age or older.
Section 2.
NOMINATIONS. Nominations
(for Directors and/or Officers) by self or others shall be submitted to the
Secretary, in writing, at least thirty (30) days in advance of the Annual
meeting. Members nominating others must have the consent of the nominee prior
to notification to the Secretary of the nomination.
In the event that no one is nominated for a particular office,
nominations shall be invited from the floor at the Annual meeting.
Voting for officers shall take place at the Annual Meeting as
stipulated in Section 4, below.
Section 3.
TERMS OF OFFICE. Following
the initial establishment of pro tem officers at the original organizational
meeting of December 16, 2001, officers
thereafter shall be elected by majority vote of the Members at each Annual
Meeting.
Section 4.
BALLOTING. Elections for
Directors and Officers shall be held at the Annual Meeting by secret ballot.
The Secretary shall provide each member with a separate ballot for each office
to be voted on. Directors shall
all be voted upon in a single ballot that lists the names of all nominees.
The Chair will close the polls when all the Members who so wish have
voted. The Sergeant At Arms shall
count the ballots in the full presence of the meeting.
Section 5.
Basis for Voting Result. A
Member shall be considered to have been elected when they have received a
majority of the votes cast. In
the event there are more than two nominees and no one receives a majority of
the votes cast, then that member receiving a plurality of the votes cast shall
be elected. In the event of a tie
vote, the balloting for that position shall be held again.
If the balloting results in a tie again, then the Chair shall declare
that mailed ballots shall be sent to all members of the organization.
Members shall have fourteen (14) days from date of mailing to return
the ballot. The Secretary shall
receive the mailed ballots and with the aid of the Sergeant At Arms and two
tellers appointed by the Chair shall record the vote and notify all members of
the result.
Section 1. A Member charged
with the conduct prejudicial to the interests of AMHRAC may be suspended:
A.
For up to six (6) months by the Board of Directors and/or
B.
May be expelled from the Corporation by a two-thirds (2/3) vote of the
Members at any regular or special meeting of the Corporation, upon
recommendation of the Board.
Section 2. No Members may be
suspended or expelled without the opportunity of an open hearing before the
Executive Board if they so request; nor shall they be prohibited, in the case
of expulsion, from presenting their case to the Membership prior to the vote.
Section 3. The Board will
assure that the defendants receive proper advance notice of any meetings
considering their case.
ARTICLE XIII
Section 1. The Board shall establish a number of standing committees, which are presently deemed necessary to carry out the work of the Corporation. Additional standing committees may be proposed by the Executive Board or the Membership and require approval by a majority vote of the Membership.
Section 2. The Chair of the
standing committees shall have the duties of the Director established in the
Bylaws. The Chair may also
appoint such other special committees as shall be deemed necessary to fulfill
the goals and objectives of AMHRAC.
Section 3.
It shall be the responsibility of the Chair of the standing committee
to see that the procedures and actions of the committee are committed to in
writing. The Chairs of standing
committees shall report to the Membership at the Annual Meeting.
Standing committees and instructions for their minimum duties shall be
as follows:
A.
Communications Committee.
1.
Produces Newsletter.
2.
Works with Webmaster.
B.
Education Development Committee.
1.
Schedules education presentations.
2.
Works with Webmaster.
C.
Financial Resources Committee.
1.
Identifies Grants and funding.
2.
Produces fundraisers.
3.
Conducts fundraisers.
D.
Membership/Recruitment.
1.
Co-ordinates membership drives.
2.
Works with Webmaster.
E.
Political Awareness Committee.
1.
Keeps current on the political issues concerning the objectives of the
Corporation.
2.
Works with Webmaster.
E.
Public Relations Committee.
1.
Obtains and responds to media.
2.
Works with Webmaster.
Section 2. Committee
Expenses. In the event that a
committee shall need to incur expenses in the fulfillment of their duties,
they shall present their budgetary needs to the Executive Board and approval
shall be by majority vote.
ARTICLE XIV
Section 1. Declaration of
Value. The Corporate Name and the
Corporation’s Purpose and Goals are together valuable and part of the
intangible assets of the Corporation.
Section 2. Protection.
No member or committee will publish any advertisements whether in
print, electronic or any other form of broadcast:
A.
The name AMHRAC or its likeness.
B.
The logo or designs of the Corporation.
Section 3.
Approval. All
advertisements, flyers or papers including their information and statements
shall be submitted to the Director of Public Relations for approval prior to
any production or distribution of any kind.
Section 4.
Standards. Recognizing the
value of publicity and the value of exposure in front of the general public,
the continued success of the Corporation and its Purpose and Goals demand:
A.
All advertisements, flyers or any other form of broadcast shall be held
to the highest standards of the Members and must enforce the Purpose and Goals
of AMHRAC.
B.
No member, nor committee,
may publish, broadcast or otherwise make public any reference to any political
or social issue along with:
a.
The name of the Corporation or its likeness, or
b.
The logos and designs of the Corporation.
Section 5. Any
unauthorized use of the property of the Corporation, including its name or
likeness or its logos and designs shall be cause for:
A.
Termination of membership.
B.
Legal remedies as may be necessary.
ARTICLE XV
Section 1. To ensure the perpetual success of AMHRAC, the Chair shall appoint a Bylaws Review Board consisting of no less than five (5) members in good standing.
A.
The Bylaws Review Committee shall review the Bylaws of the Corporation
and make recommendations for changes to the Executive Board.
1.
The committee shall have ninety (90) days to produce the
recommendations.
B.
The Executive Board shall review recommended changes and make changes,
deletions and additions and present its recommendations to the membership for
vote at the Annual Meeting.
1.
The Executive Board shall have thirty (30) days to complete its
recommendations.
Section 2.
Timely Review. A Bylaws
Review Committee shall review the Bylaws of the Corporation every five years.
ARTICLE XVI
Section 1. Amendments to these Bylaws may be proposed by the Executive Board, the Directors or by written petition addressed to the Secretary and signed by at least ten percent (10%) of the members in good standing. Amendments proposed by such petition shall be promptly considered by the Executive Board and must be submitted to the membership, accompanied by the recommendations of the Board, within thirty (30) days of the date the petition was received.
Section 2.
The Bylaws may be amended by a two-thirds (2/3) vote of the members
present and voting at any regular or special meeting called for the purpose,
provided the proposed amendments have been included in the call to the meeting
and mailed to each member at least ten (10) days prior to the date of the
meeting. Amendments shall take
effect immediately after an affirmative vote.
ARTICLE XVII
On all maters of procedure not herein provided for,
Robert’s Rules of Order Newly Revised shall be the sole authority for
action.
The Corporation may be dissolved at any time by the written consent of not less than three-fourths (3/4) of the membership. In the event of the dissolution of AMHRAC, whether voluntary or involuntary or by operation of law, none of the property of the Corporation, or any proceeds thereof, nor any assets of the Corporation shall be distributed to any members of AMHRAC. After payment of the debts of the Corporation, its properties and assets shall be distributed to a charitable non-profit organization selected by the Executive Board.
We the undersigned hereby
certify that the Corporation on _________________ duly adopted the foregoing
Bylaws.
Dated this ______ day of _____________, 2002.
_____________________________________________
Chair Pro Tem
______________________________________________
Vice Chair Pro Tem
______________________________________________
Treasurer Pro Tem
______________________________________________
Secretary Pro Tem