BY-LAWS OF MITCHELL-LAMA RESIDENTS COALITION INC. Effective as of, 20

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1 V&E Cmments 113/2619/1415 ARTICLE I: NAME BY-LAWS OF MITCHELL-LAMA RESIDENTS COALITION INC. Effective as f, 20 The name f this rganizatin shall be the Mitchell-Lama Residents Calitin Inc., hereinafter referred t as the "Calitin" and/r MLRC. ARTICLE II: STATEMENT OF PURPOSE The MLRC shall wrk fr the preservatin and future expansin f the Mitchell-Lama husing prgram, as well as all ther affrdable husing prgrams. The Calitin shall wrk t identify, clarify, and slve cmmn cncerns f current and frmer Mitchell-Lama residents by wrking with these residents, elected fficials and gvernment agencies t: c. d. e. f. prvide infrmatinal and educatinal services abut issues cncerning a. current and frmer Mitchell-Lama residents, husing plicy and legislatin; prmte friendly, cperative and neighbrly relatins amng residents b. f affrdable husing prgrams; prtect the rights f affrdable husing residents; and review and mnitr gvernment regulatins as they relate t affrdable husing; address maintenance, taxatin, finance, privatizatin and management issues that affect residents f Mitchell-Lama c-ps; and address New Yrk Divisin f Husing and Cmmunity Renewal ( DHCR ), New Yrk City Department f Husing Preservatin and Develpment ( HPD ), New Yrk City Husing Develpment Crpratin ( HDC ) and U.S. Department f Husing and Urban Develpment ( HUD ) legislatin and cmmunity issues f cncern t residents f Mitchell-Lama c-ps and frmer Mitchell-Lama develpments. ARTICLE III: GENERAL MEMBERSHIP SECTION 1. General Membership General members f the MLRC ( General Members and, cllectively, the General Membership ) MUST subscribe t the purpse f the Calitin set frth in Article II f these By-Laws, declare a willingness t wrk within the structure f these By-Laws, pay annual membership and develpment dues, and cmplete and submit a signed, dated membership applicatin. General Membership in the Calitin shall be pen t any individual wh meets the fllwing criteria: US v.3

2 a. Resident Member Resides in a building cnstructed and currently perated under the Mitchell-Lama prgram. b. Nn-Resident Member Resides in a building that is nt nw, nr was frmerly, perated under the Mitchell-Lama prgram. c. Frmer Resident Member Resides in a building frmerly perated under the Mitchell-Lama prgram. SECTION 2. Standing All General Members MUST be in gd standing. A General Member is in gd standing if he/she has paid their current annual dues. ARTICLE IV: FISCAL YEAR AND BUDGETARY REQUIREMENTS The annual membership and develpment dues shall be determined by the Executive Bard and presented at the Annual General Membership Meeting fr adptin. SECTION 1. Fiscal Year The fiscal year f the Calitin shall be the calendar year January 1 thrugh December 31. SECTION 2. Annual Membership and Develpment Dues Membership dues will be used t cver MLRC's perating expenses. Changes in the dllar amunt f dues t be paid shall be attached t the By-Laws nting the date f the Annual General Membership Meeting, the mtin made and the recrded vte. SECTION 3. Bank Dcumentatin and Checks There shall be three designated Officers' and/r C-Chairs (as each is defined belw) signatures n file with the bank. All MLRC Checks written shall require the signatures f tw designated Officers r C-Chairs. ARTICLE V: EXECUTIVE BOARD SECTION 1. Executive Bard Members The affairs f MLRC shall be managed by its executive bard ( Executive Bard ). Members f the Executive Bard ( Executive Bard Members ) need nt be residents f New Yrk. Executive Bard Members are elected by the General Membership at the Annual General Membership Meeting, t make plicy f the Calitin cnsistent with existing verall purpses f the Calitin as defined in Article II f these By-Laws. SECTION 2. Standing All Executive Bard Members MUST be in gd standing. An Executive Bard Member is in gd standing if he/she has paid their current dues, has n MLRC utstanding debts (newsletter ads, raffles, etc.), and has participated in at least tw (2) Calitin activities r cmmittees ( Cmmittees ) per year. SECTION 3. Cmpsitin f Executive Bard The Executive Bard shall be cmprised f n less than nine (9), and n mre than twenty-ne (21), Executive Bard Members.

3 SECTION 4. Pwers and Authrity f the Executive Bard T elect fficers f the Calitin ( Officers ) and c-chairpersns a. f the Executive Bard ( C-Chairs ); b. d. e. f. h. t implement the purpses and plicies f the Calitin; t create special Cmmittees, appint C-Chairs fr these Cmmittees c. and disslve such Cmmittees, as deemed necessary; t mnitr the fiscal affairs f the Calitin; t take such ther actins as prvided in these By-Laws; t implement decisins f the General Membership; and t appint an Electin Cmmittee that is authrized t cnduct the g. annual Executive Bard electins; and t call special meetings when necessary. SECTION 5. Terms f Office Executive Bard Members shall serve fr a term f tw (2) years. The terms f ffice fr Executive Bard Members will be staggered. SECTION 6. Remval An Executive Bard Member may be remved fr cause, including failure t be in gd standing as defined in Article V, Sectin 2, by a majrity vte f the Executive Bard. The Executive Bard Member in questin has the right t appeal, in cnsultatin with the C-Chairs, the Executive Bard s decisin f remval. SECTION 7. Resignatin All Executive Bard resignatins must be tendered in writing. A written resignatin via mail, , r fax, delivered t a C-Chair r the Recrding Secretary, Crrespnding Secretary r Financial Secretary, is cnsidered a valid resignatin. SECTION 8. Vacancies Vacancies n the Executive Bard may be filled by a majrity vte f the current bard members. The elected Executive Bard Member shall cmplete the term f the ffice vacated. Once the term has expired, the General Membership at the next Annual General Electin Meeting must elect the successr, in rder t serve the next tw (2) years f ffice. SECTION 9. Emeritus and Emerita The Executive Bard may establish the psitins f Emeritus r Emerita Executive Bard Member r Officer. The Emeritus and Emerita psitins will be advisry nn-vting, nn-dues paying hnrary psitins fr Executive Bard Members and Officers wh have retired frm active MLRC service. ARTICLE VI: OFFICERS AND CO-CHAIRS The Officers and C-Chairs are elected by secret ballt at the first Executive Bard meeting that is held after the Annual General Membership Meeting. In rder t becme an Officer r

4 C-Chair, a persn must be an Executive Bard Member wh has served in such capacity fr at least ne year and be in gd standing. N Officer may hld mre than ne ffice at a time r simultaneusly serve as C-Chair. SECTION 1. Cmpsitin f Officers The Officers shall cnsist f a Recrding Secretary, Crrespnding Secretary, Treasurer, Financial Secretary and such ther Officers as may be elected in accrdance with the prvisins f these By-Laws. SECTION 1.1. Pwers and Duties f the Recrding Secretary The Recrding Secretary shall: take, maintain and distribute t the Executive Bard Members, the a. minutes f the Executive Bard meetings, at least seven (7) days befre the next scheduled Executive Bard meeting; take, maintain and distribute t the Officers the ntes f the General b. Membership meetings; recrd and maintain the fficial attendance f General Members c. and Executive Bard Members at all meetings and send a cpy f the Executive Bard attendance sheet t the C-Chairs and Crrespndence Secretary; maintain the fficial list f Executive Bard Members with hmed. and addresses and telephne numbers, with start and expiratin dates f term f ffice, and distribute this list t all Executive Bard Members. The infrmatin cntained in this list shall nt be given t any individuals r rganizatins withut the apprval and written cnsent f the Officers; in the absence f C-Chairs, preside at all MLRC meetings and appint e. an Officer r Executive Bard Member t act as recrding secretary f the meeting; and ntify Executive Bard Members when their term f ffice has expired, f. with a cpy t the Officers. SECTION 1.2. Pwers and Duties f the Crrespnding Secretary The Crrespnding Secretary shall: attend t such crrespndence as may arise frm the business f a. the Calitin; have custdy f the seal f the Calitin (if any), and affix and attest b. the seal t dcuments when duly authrized by the Executive Bard; attend t the receiving, giving and serving f all ntices f the Calitin; c. have charge f such bks, papers and ther recrds f the Calitin d. as the Executive Bard may direct; and in the absence f C-Chairs and Recrding Secretary, preside at all e. MLRC meetings. SECTION 1.3. Pwers and Duties f the Treasurer The Treasurer shall: a. be the chief fiscal fficer f the Calitin;

5 have the care and custdy f the MLRC mailbx key and all the funds b. and securities f the Calitin; depsit all funds in the name f the Calitin within fifteen (15) days c. f receipt in the financial institutin as the Executive Bard may designate; as duly authrized by the Executive Bard, be empwered t signd. all cntracts in the name f the Calitin, when cuntersigned by a C-Chair; with the C-Chairs, jintly sign and apprve all MLRC expenditures e. and checks as apprved by the Executive Bard; maintain bks and recrds f all incme and expenditures f thef. Calitin; at all reasnable times, exhibit such bks and recrds f accuntg. t any Executive Bard Member, any duly authrized representative r a General Member in gd standing; in advance f the beginning f each fiscal year, prepare a written h. draft budget fr submissin t the Executive Bard; at the end f each fiscal year, present a written annual reprt f the i. incme and expenditures f the past year and the financial cnditin f the Calitin; be accuntable fr creatin f financial systems, subject t the apprval j. f the Executive Bard; and at each regularly scheduled Executive Bard meeting, prepare a written k. reprt detailing expenditures and incme. SECTION 1.4. Pwers and Duties f the Financial Secretary The Financial Secretary shall: a. be respnsible fr maintaining dues cllectin and billing; assist the Treasurer at the beginning f each fiscal year t prepareb. a draft budget fr submissin t the Executive Bard; assist the Treasurer in preparing an annual reprt f the incme and c. expenditures f the past year, the financial cnditin f the Calitin and a quarterly reprt f incme and expenses f the Calitin; assist the Treasurer in the executin f his/her respnsibilities; and d. with C-Chairs, prepare the necessary dcumentatin fr reimbursement e. fr awards and/r grants. SECTION 2. Cmpsitin f C-Chairs There shall be three (3) C-Chairs. Fr the avidance f dubt, n emplyee f MLRC shall serve as C-Chair r therwise serve as chairpersn f the Executive Bard r hld any ther title with similar respnsibilities. SECTION 2.1. Pwers and Duties f the C-Chairs The C-Chairs shall cnfer with each ther n all items in this Sectin 2.1, and shall: a. b. act as the Chief Executive and "Spkespersn" f the Calitin; preside at all MLRC meetings and prepare agendas;

6 d. e. i. with anther C-Chair r Officer, be empwered t sign all cntracts c. authrized by the Executive Bard; serve as an ex-ffici member f all Cmmittees; appint a cnvener fr all Cmmittees; define gals, and make decisins, ensuring that General Members f. and Executive Bard Members are invlved; be respnsible fr the crdinatin f day-t-day tasks needed tg. run the Calitin; ensure that all meetings are cnducted in an rderly, infrmativeh. and efficient manner cnsistent with Rbert Rules f Order; perfrm all ther duties incidental t the ffice; with the Treasurer, jintly sign and apprve all MLRC expenditures j. and checks as apprved by the Executive Bard; and in the absence f the Recrding Secretary, the presiding fficer may k. appint any Officer r Executive Bard Member t act as recrding secretary f the meeting. SECTION 3. Terms f Office Officers and C-Chairs shall serve fr a term f tw (2) years. The terms f ffice f Officers and C-Chairs will be staggered. SECTION 4. Remval Officers and C-Chairs may be remved by a majrity vte f the Executive Bard whenever in its judgment the best interests f the Calitin wuld be served thereby. SECTION 5. Resignatin All Officer and C-Chair resignatins must be tendered in writing. A written resignatin via mail, , r fax, delivered t a nn-resigning C-Chair r the nn-resigning Recrding Secretary, Crrespnding Secretary r Financial Secretary, is cnsidered a valid resignatin. SECTION 6. Vacancies In case f any vacancy, a successr t fill the remainder f the term may be elected by the Executive Bard. Once the term has expired, the Executive Bard members, at the next Executive Bard meeting must elect the successr, in rder t serve the next tw (2) years f ffice. ARTICLE VII: ATTENDANCE Executive Bard Members are required t attend a minimum f seven (7) Executive Bard meetings per year and a minimum f three (3) General Membership meetings per year. SECTION 1. Excused Absences An Executive Bard Member must ntify, in writing (mail, r fax), an Officer f any anticipated absence at least three (3) days prir r subsequent t a scheduled meeting. In cases f emergency, ral ntificatin is acceptable.

7 SECTION 2. Unexcused Absences An Executive Bard Member wh misses three (3) cnsecutive Executive Bard meetings withut prviding a valid excuse shall be autmatically remved frm the Executive Bard, but may be reinstated by a majrity vte f the Executive Bard. ARTICLE VIII: REQUIRED MEETINGS SECTION 1. Parliamentary Prcedures (Rules f Order) All Executive Bard and General Membership meetings shall be gverned by Rbert's Rules f Order. At every Executive Bard and General Membership meeting, the presiding fficer may appint a parliamentarian. SECTION 2. Date, Time, and Place f Meetings The Executive Bard shall set the date, time and place f all Executive Bard and General Membership meetings, r a meeting may be set by a written petitin t the Executive Bard signed by at least five percent (5%) f the General Members in gd standing. Petitined meetings must be cnvened nt less than furteen (14) days fllwing receipt f such petitin. SECTION 3. Ntice f Regular Meetings The Officers shall prvide ntice f the date, time, and place f all Executive Bard and General Membership meetings t members in gd standing f the Executive Bard r General Membership, as applicable, in each case nt less than 10 days befre the meeting. SECTION 4. Ntice f Special Meetings Ntice f special meetings must indicate the purpse fr which they are called and the persn(s) calling the meeting. Ntices f special meetings requiring prmpt actin must be sent n less than frty-eight (48) hurs befre the date f such meeting. SECTION 5. Calendar f Events Every June and January, the Officers will prepare and distribute t all Executive Bard Members a tentative calendar f events. SECTION 6. General Membership Meetings a. Number f Meetings The Calitin shall have a General Membership meeting nt less than fur times (4) each calendar year. All General Membership meetings will be pen t the public. b. June Meeting The spring meeting will be called the Annual General Membership Meeting. SECTION 7. Executive Bard Meetings; Officer Meetings a. Executive Sessin Meetings f the Executive Bard nt held in executive sessin (privately) are pen t all General Members in gd standing.

8 b. Number f Meetings The Executive Bard shall meet nt less than eight (8) times each year. c. Year End Meeting f the Executive Bard The last meeting f the year fr the Executive Bard will be held in June. d. Officer Meetings The Officers shall meet nt less than eight (8) times each year, which includes cnference calls. SECTION 8. Ntice f Meetings The Officers shall prvide ntice f the date, time, and place f all Executive Bard and General Membership meetings t members in gd standing f the Executive Bard r General Membership, as applicable, in each case nt less than 10 days befre the meeting. ARTICLE IX: COMMITTEES All Executive Bard Members are required t serve n n less than tw (2) Cmmittees. N Cmmittee shall have the authrity t bind the Executive Bard except t the extent (a) permitted by applicable law (including Sectin 712 f the Nt-fr-Prfit Crpratin Law) and (b) authrized in a written reslutin f the Executive Bard. The Executive Bard must apprve all actins f all Cmmittees befre implementatin. SECTION 1. Standing Cmmittees A General Member in gd standing may jin any standing Cmmittee. Each standing Cmmittee will designate its chairpersn. Chairs f standing Cmmittees must submit a written reprt f their plan f actin t the Officers PRIOR t the Executive Bard Meetings. SECTION 1.1. Names and Functins f Standing Cmmittees a. Fund Raising Cmmittee. Respnsible fr: b. c. seeking financial supprt fr the MLRC, as well as planning, rganizing and implementing fundraising events. Public Relatins /Outreach Cmmittee. Respnsible fr: the prfessinal maintenance f a favrable MLRC public image; recmmending activities and/r events that the MLRC shuld partake in, including speaking at cnferences; and mnitring and encuraging mutually beneficial relatinships with ther Mitchell-Lama rganizatins. Newsletter Cmmittee. Respnsible fr: the publicatin, distributin, and prmpt psting n the MLRC website f the MLRC newsletter issued peridically t the General Members and ther individuals; sliciting articles and ads fr the newsletter, and reprting f all Mitchell-Lama news;

9 d. e. f. g. h. whenever pssible, publishing prpsed amendments f these By-Laws in the newsletter, at least thirty (30) days prir t the General Membership meeting at which it is t be intrduced; and including in newsletter annuncements the names f all Executive Bard Members and dates f General Membership meetings. Membership Cmmittee. Respnsible fr: recmmending activities that wuld increase MLRC membership, maintaining and updating the General Membership list n a regular and cnsistent basis, and develping and distributing a welcme package t all new General Members; distributing t all new General Members a dated General Membership applicatin t cmplete, sign and return t the membership cmmittee with a cpy t the Financial Secretary; and including in each welcme package a cpy f these By-Laws, the current newsletter, a list f Executive Bard Members, Officers and C-Chairs, a glssary f terms used by MLRC, and a resurce list. Legislative Lbbying Cmmittee. Respnsible fr: the develpment f the MLRC legislative agenda and rganizatin f lbbying activities; and preparing lbbying reprts and submitting them t the C-Chairs. Event Cmmittee. Respnsible fr: the planning, rganizing and implementatin f all special events (hliday lunchens, breakfast appreciatin affair, wrkshps, etc.). January Breakfast AppreciatinRental Cmmittee. Respnsible fr: the planning, rganizing and implementatin f the breakfast event held in appreciatin f supprting pliticians.addressing legislatin, building and management issues and verall issues f cncern t the cmmunity. C-Op Cmmittee. Respnsible fr: addressing maintenance, taxatin, finance, privatizatin, management, DHCR, HPD, HDC, HUD, legislatin (that is affecting c-ps still in the prgram) and cmmunity issues f cncern t the residents f Mitchell-Lama c-ps and frmer Mitchell-Lama develpments which have becme limited equity c-ps since leaving the prgram. SECTION 2. Ad-Hc Cmmittees The Executive Bard may create additinal Cmmittees as needed, including an Electin Cmmittee and/r Recall Cmmittee as set frth in these By-Laws. The chairs f such a Cmmittee may be appinted by the Executive Bard r elected by members f the newly created Cmmittee. Nn-General Members may participate in ad-hc Cmmittees with apprval f the Executive Bard. ARTICLE X: OFFICIAL DOCUMENTS AND RECORDS

10 SECTION 1. Original Dcuments All riginal fficial dcuments and recrds f the Calitin shall be placed in a lcked fire-prf cntainer in a secure lcatin. Thse dcuments shall include, but nt be limited t, articles f incrpratin, these By-Laws, annual financial reprts, fficial minutes f General Membership and Executive Bard meetings, check bks, bank statements and all ther dcuments cnsistent with prudent recrd-keeping plicies. SECTION 2. Crrespndence Any crrespndence, reprts, testimnies and cntracts sent n behalf f the Executive Bard MUST have the PRIOR apprval f at least tw (2) f the three (3) C-Chairs, r the majrity f the Executive Bard. All MLRC dcuments MUST be kept n file. SECTION 3. Minutes There shall be recrding f minutes f all MLRC meetings. All minutes must be kept n file. ARTICLE XI: QUORUM AND VOTING PROCEDURES SECTION 1. Vting Prcedures Except as required by applicable law r where therwise prhibited in these By-Laws, all issues shall be decided by a simple majrity f vtes cast by members present at meetings. Only members in gd standing are allwed t vte. There will be n prxy vting. SECTION 2. Qurum a. General Meetings At all General Membership meetings, 10% f General Members in gd standing will cnstitute a qurum. b. Executive Bard Meetings Fifty-ne percent (51%) f the Executive Bard membership in gd standing cnstitutes a qurum fr the transactin f all business. SECTION 3. Annuncement and Recrding f Vtes Except as therwise prvided in these By-Laws, the result, and numerical tally f all vtes f the Executive Bard and General Membership meetings, whether by secret ballt r pen vte, shall be annunced by the presiding fficer and s recrded in the minutes. Vting with a dated, signed absentee ballt received in advance f an electin fr Executive Bard Members, C-Chairs and Officers f the Calitin, shall be permitted. ARTICLE XII: ELECTIONS SECTION 1. Electin f Bard Members The Executive Bard will be elected at the Annual General Membership Meeting by a majrity f the vtes cast. Only General Members in gd standing may vte in the electin f the Executive Bard.

11 SECTION 2. Nminatins A nminee fr the Executive Bard must be a General Member in gd standing and give his/her written acceptance f the nminatin t the Electin Cmmittee (as defined belw), PRIOR t the clsing f nminatins. Nminatins will be accepted frm the flr n the day f the electins. SECTION 3. Electin Cmmittee At least ne mnth prir t the Annual General Membership Meeting, the Executive Bard shall identify a Cmmittee ( Electin Cmmittee ) f at least three (3) nn-candidate General Members that is authrized t cnduct the annual Executive Bard electins and appint a "chief" (Chair). SECTION 3.1. Respnsibilities f Electin Cmmittee a. Ntificatin The Electin Cmmittee shall annunce the nminees and the electin prcess t all General Members nt less than ne mnth prir t the Annual General Membership Meeting. b. Cnfirmatin f Candidate's Gd Standing The Electin Cmmittee shall cnsult with the Financial Secretary and/r Treasurer t cnfirm all candidates have paid their annual dues and are therwise in gd standing. If a candidate is fund nt t be in gd standing, they are autmatically disqualified. c. Annuncement f Candidates and Secret Ballt The Electin Cmmittee shall create a flyer that cntains names f all candidates t be used as the fficial secret ballt frm fr the electin and distribute such ballt frm t all General Members present at the Annual General Membership Meeting. Ballts will nt be accepted by any ther means. d. General Electin Meeting The Electin Cmmittee chair and its members shall run the general electin prtin f the Annual General Membership Meeting and shall pen and cunt all secret ballts in the presence f the General Membership. The result and numerical tally f all vtes shall be annunced by the chair f the Electin Cmmittee and s recrded in the minutes. After the ballts are tallied, the candidates with the mst vtes will be annunced. Once the new Executive Bard Members are elected the meeting will be turned ver t the designated presiding fficer present t cntinue with ther MLRC business. NOTE: Names f newly elected Executive Bard Members shall be psted in the next MLRC newsletter. SECTION 4. Recall f Vtes a. Petitin f Recall A recall against an Officer r C-Chair must set frth the cause and be signed by nt less than 20% f Executive Bard Members in gd standing. Upn receipt f a recall petitin,

12 the Executive Bard shall elect a recall Cmmittee ( Recall Cmmittee ) cnsisting f tw (2) Officers and three (3) Executive Bard Members. b. Respnsibilities f the Recall Cmmittee Call a meeting designated fr the sle purpse f hearing such cause fr a recall f the vtes (a Hearing ); cmmence the Hearing n later than frty-five (45) calendar days fllwing presentatin f such petitin t C-Chair(s) r Officers, wh are NOT the subject f such petitin; ntify by certified mail all affected parties at least twenty (20) calendar days PRIOR t the date f the Hearing; ntify witnesses by certified mail and cllect written dcumentatin bth in supprt f and in ppsitin t the recall petitin; and arrange fr an in camera Hearing. c. Findings The Recall Cmmittee shall submit their findings and recmmendatins with any dissenting and cncurring findings and recmmendatins in writing t the Executive Bard Members within fifteen (15) calendar days after the Hearing ends. Upn presentatin f the Recall Cmmittee's findings f facts and recmmendatins, implementatin requires a tw-thirds vte f the Executive Bard by secret ballt. ARTICLE XIII: AMENDMENTS OF BY-LAWS SECTION 1. Prpsal f Amendments Members in gd standing at any General Membership r Executive Bard meeting may prpse amendments t these By-Laws. Any amendments made and vted in t these By-Laws becme effective immediately upn terminatin f the meeting at which they are adpted. SECTION 2. Ntificatin f Prpsed Amendments Ntice f the prpsed amendment must be published at least thirty (30) days prir t the meeting at which it is t be intrduced. SECTION 3. Ratificatin f Amendments Amendments shall nt be effective until ratified upn a 2/3 vte cast by General Members in gd standing present at a General Membership meeting. ARTICLE XIV: INDEMNIFICATION The Calitin may, t the fullest extent nw r hereafter permitted by law, indemnify any persn made, r threatened t be made, a party t any actin r prceeding by reasn f the fact that such persn, his r her testatr r intestate, was an Executive Bard Member, C-Chair, Officer, emplyee r agent f the Calitin, against judgments, fines, amunts paid in settlement and reasnable expenses, including attrneys' fees.

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