of DuPage Housing Solutions, Inc. an Illinois not for profit corporation. (Revised July, 2009) ARTICLE ONE OFFICES Formatted: Centered Principal Office The principal office of the Corporation in the State of Illinois shall be located at Wheaton, Illinois. Other Offices The Corporation may have such other offices, either within or without the State of Illinois, as the board of directors may from time to time determine. ARTICLE TWO CORPORATE PURPOSE A. The Corporation shall at all times be an affiliate and subsidiary organization under the control of DuPage P.A.D.S, Inc. ( P.A.D.S.). B. The specific purposes for which the Corporation is formed for the following purposes: 1. The operation of a variety of programs designed to achieve the goal of ending homelessness. Programs implemented may deal directly or indirectly with the causes of homelessness, as from time to time determined by the Board of Directors as appropriate and consistent with the Corporation s mission. 2. The initial purpose for which the Corporation was formed is to develop and execute a program of Permanent Supportive Housing for individuals and families who have been chronically homeless as the result of a disability, such as mental health, substance abuse or disabling health conditions. The Permanent Supportive Housing program will be implemented through leasing, or the ownership and management of multi-unit residential properties and the provision of services to residents designed to enable them to live independently. The services will include, for illustrative purposes, the following: (i) (ii) (iii) Case management services and life skills coaching; Employment Readiness program support; and, Engagement of other social service agencies which provide additional social services and assistance as appropriate under the circumstances.
C. Individuals, or families, as the case maybe, who meet established criteria for participation in the Supportive Housing Program (the Program ) will be considered for admission into the Program. The criteria may be modified from time to time, however, at a minimum the following are the minimum criteria for consideration for admission into the Program: Formatted: Indent: Left: 0", First line: 0" a. A documented continuous period of homelessness currently set at twelve months or four times in the last three years; b. The head of household is at least 21 years of age; c. Evidence of non-use of controlled substances, without prescription, for a stated period of time; d. Reliable documentation of a mental disability or physical impairment resulting from substance abuse; e. Demonstrated capability of self-care, self-ambulation and a willingness to comply treatment programs for mental health issues or recovery from the effects of substance abuse, or other diagnosed deficits; and, f. In general, a demonstrated commitment to participate in the Program by complying with Program Rules and engaging in required activities. D. Admission to the Program shall be non-discriminatory as to race, religious practices, age, gender and gender orientation. Admission to the Program shall be at the sole discretion of the Corporation s Staff; taking into consideration the factors listed above and such other factors as, from time to time, are determined to be important in determining the likelihood of an individual s attainment of Program objectives. E. A specific condition of an individual s admission and participation in the Program will be compliance with Program rules, including rules relative to occupancy in the Property, described below. Nevertheless, no Program Participant shall be discharged from the Program and evicted from the Property solely by reason of the Participant s inability to pay the Participant s share of the monthly rent charge. F. In conjunction with the purposes for which the Corporation is organized, it has acquired the property commonly known as 5 Olympus Place, Naperville, Illinois (the Property ). The Corporation may acquire other parcels of real property as it determines are appropriate and consistent with its mission. All such acquisitions shall be subject to the receipt of the express consent of any and all governmental agencies to which it is a party on any agreement, note, mortgage, or any other instrument executed by it to in conjunction with the acquisition of the Property. G. Anything in these bylaws to the contrary notwithstanding, the purpose or purposes for which the Corporation is formed are limited to those that will qualify it as an exempt organization under Internal Revenue Code Section 501(c)(3), including, for such purposes, the making of distributions to organizations that qualify as tax-exempt organizations under such code. 2
H. The Corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation except legislation dedicated to the promotion of the development of affordable housing or services to individuals residing in subsidized housing for income qualified persons. The Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. ARTICLE THREE MEMBERSHIP Membership P.A.D.S. shall be the sole member of the Corporation. No Certificates of Membership There shall be no certificates of membership of the Corporation. Section Three Member Meetings Meetings of the Board of Directors of P.A.D.S. may be constituted as a meeting of the Member. Any action required or permitted to be taken at any meeting of member, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members of the P.A.D.S. Board of Directors. ARTICLE FOUR DIRECTORS Number and Tenure The Corporation shall have a minimum of three and a maximum of eight directors. Each member of the board of directors shall serve for a term of three years concurrent with the fiscal year of the Corporation. Directors can serve a maximum of two consecutive three year terms. Except in the absence of the resignation of a member of the board of directors which has been accepted by the board of directors, a director whose term has expired shall continue to serve until the director s successor shall have been duly appointed as a member of the board of directors. 3
LANGUAGE FROM PADS BY LAWSThe term of each director shall be three (3) years. A Member may not serve more than two (2) consecutive three (3) year terms. A person having previously served for two (2) terms is eligible for re-election to the board of directors after a one (1) year break in service. During the one (1) year break in service the member may serve as an Advisor to the Board as prescribed in Section 3.4(i) below. The terms of the directors shall be staggered so that as near as possible an equal number of directors will be elected each year. The terms of all incumbent directors shall expire on last day of the month of the 3 or 6 anniversary of the commencement of the director s term. Qualifications of Directors A. All directors of the Corporation shall have the basic qualifications of: (i) dedication of the mission of the Corporation, namely: a demonstrated interest in the operation of a Supportive Housing Program concurrent with the development of safe, decent and affordable housing for low income persons; (ii) the personal competency to serve on a the board of directors of a not-for-profit, charitable corporation; (iii) the ability to devote sufficient time to the position of director; and (iv) such other qualifications as the board of directors shall, from time to time, determine are appropriate for membership on the board of directors of the Corporation. B. At least one of every three members of the board of directors shall be an individual who represents persons of low or moderate income. For purposes of these bylaws, the phrase a representative of persons of low or moderate income shall mean a person who either: (i) resides in low-income subsidized housing; (ii) is employed by or represents organizations dedicated to the maintenance of affordable housing; or, (iii) works in the area of providing services of the nature provided to participants in the Corporation s Supportive Housing Program. - Section Three Powers Formatted: Justified A. Except as otherwise provided in the Articles of Incorporation, or by law, the powers of the Corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate. B. The Board of Directors may, by resolution from time to time duly adopted, delegate in whole or in part, the day-to-day management of the Property to a qualified entity. Section Four 4
Appointment and Removal of Directors A. Whenever a vacancy exists on the Board of Directors, whether by death, resignation, increase in number of authorized directors, or otherwise, the vacancy shall be filled by appointment of a new director by a majority of the remaining directors at a regular or special meeting of the board. Any person appointed or elected to fill the vacancy of a director, or to fill a newly authorized directorship, shall be a member of the corporation. B. Any director may be removed, with or without cause, by the unanimous vote of all of the members of the Board of Directors (other than the director sought to be removed) at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as stated above. C. Any person appointed or elected to fill a vacancy in the Board of Directors, or to fill a newly created directorship, shall hold office until the conclusion of the next triennial conference of members following the director's appointment or election or, if later, until the date of qualification of the director's successor in office, subject to the power of removal stated above. Section Five Compensation No member of the Board of Directors shall receive any compensation from the Corporation for service as a director. The Corporation may reimburse any director for approved expenses incurred by the director in conjunction with service as director. Section Six Meetings A. Unless a different address is designated in a notice of a meeting of the Board of Directors, all board meetings shall be held at the P.A.D.S. offices in Wheaton, Illinois. B. The presidentboard Chair may, as the presidentboard Chair deems necessary, and the secretary shall, if so requested in writing by three members of the Board of Directors, call a special meeting of the board. In such event, ten days written notice to each director shall be deemed sufficient. C. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. D. Except as may otherwise be provided in these bylaws, or in the Articles of Incorporation of the Corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. 5
Section Seven Action Without Meeting No meeting need be held by the Board of Directors to take any action required or permitted to be taken by law, provided all members of the board shall individually or collectively consent in writing, including by e-mail communication, to such action, and such written consent or consents is filed with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the bylaws authorize the directors to so act. Such a statement shall be prima facie evidence of such authority. Section Nine Participation by Conference Telephone Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Section Ten Liability of Directors The directors of the Corporation shall not be personally liable for its debts liabilities, or other obligations. ARTICLE FIVE OFFICERS Designation of Officers The officers of the Corporation shall be a PresidentBoard Chair of the Board of Directors, a Vice- PresidentBoard Chair, a Secretary, a Treasurer and the Executive DirectorPresident & CEO. No two offices may be held by the same person. Except for the Executive DirectorPresident & CEO who shall be an ex officio member of the Board of Directors, all officers must be a director of the Corporation. Election and Term of Office Except for the Executive DirectorPresident & CEO who shall serve at the pleasure of the 6
P.A.D.S Board of Directors, all officers shall serve for a term of up to three years. The officers shall be elected annually by the board of directors of the Corporation. No person serving as PresidentBoard Chair or Vice-presidentBoard Chair may serve more than a three year term in that office. Each officer shall hold office until his or her successor shall have been duly elected and shall have been qualified. Section Three Removal Any officer elected by the Board of Directors may be removed by the majority vote of the Board of Directors at a meeting called for that purpose. Section Four Vacancies In the event of a vacancy in the office of PresidentBoard Chair, the Vice PresidentBoard Chair shall become the PresidentBoard Chair for the unexpired portion of the PresidentBoard Chair's term. In the event of a vacancy in any other office, such vacancy shall be filled by the Board of Directors for the unexpired portion of the term of that office. Section Five Executive DirectorPresident & CEO The Executive DirectorPresident & CEO shall be the chief operating officer of the corporation. Except to the extent the Board of Directors specifically directs otherwise, the Executive DirectorPresident & CEO shall undertake the following duties: (i) (ii) (iii) (iv) (v) Supervise and see to the execution of the day-to-day operations of the Corporation; Implement the express directives of the PresidentBoard Chair of Board of Directors or of the Board of Directors as reflected in resolutions adopted by it; Create job descriptions for positions deemed necessary to execute the mission of the Corporation; From time to time, evaluate the performance of the Corporation s employees, agents, vendors and other persons providing services to or on behalf of the Corporation; Recommend the adoption, and see to the implementation, of such 7
policies and procedures as are reasonably necessary for the efficient operation of the Corporation; (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (ivx) (xv) Execute, or directly supervise the execution of, the Corporation s response to violations of the Corporation s policies or procedures by employees, agents, program participants, or volunteers, so as to insure the appropriate disposition of such matters; Establish a program of periodically communicating with the members of the Board of Directors to keep the board informed of the operation of the Corporation as well as informing board members of any critical issues or events related to the Corporation s operations; In conjunction with the PresidentBoard Chair of the Board of Directors, prepare an agenda for Board Meetings, including such reports and data as may be reasonable and appropriate for the members of the Board of Directors to make such decisions as may be necessary under the circumstances; Periodically review, evaluate the effectiveness of the Corporation s programs and make recommendations for any modifications to the programs or the implementation of new programs to further the mission of the Corporation; Periodically report on the fiscal condition of the Corporation and from time to time investigate additional sources of revenue which may be available for the support of the Corporation s operations; Annually, prepare a fiscal budget for the review and approval by the Board of Directors; Attend and participate in the meetings of the Board of Directors, and other committees of the Board as maybe necessary or appropriate; Represent, or appoint suitable representatives in his or her place, to represent the Corporation at meetings or other gatherings of governmental agencies, business entities, community organizations or other general public; and, In general to take such actions as are necessary and appropriate for the efficient functioning of the Corporation. Performing such other duties as may from time to time be assigned by the board. (c) Additional Responsibilities. With respect to other entities in which the 8
Corporation may serve as a corporate member, the Executive DirectorPresident & CEO shall serve as the representative of the Corporation in its capacity as corporate member and shall have such additional duties as may be prescribed by the Board of Directors. (d) Accountability. The Executive DirectorPresident & CEO shall account regularly to the Board of Directors on the manner in which the philosophy and purpose of the Corporation are being pursued, and on the manner in which the activities and services of the Corporation are being conducted. The Executive DirectorPresident & CEO shall provide meaningful and summary reports to the Board of Directors on a regular and ongoing basis, including any potential issues or opportunities affecting the Corporations activities or programs. Section Six PresidentBoard Chair The PresidentBoard Chair shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the Corporation in conjunction with the Executive DirectorPresident & CEO. The PresidentBoard Chair: -- Shall preside at all meetings of directors; -- May sign, with the secretary or other officer duly authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution of such instruments has been expressly delegated to some other officer or agent of the Corporation by resolution duly adopted by the Board of Directors, by these bylaws, or by operation of law; and -- Shall perform all other duties generally incident to the office of presidentboard Chair and such other duties as may be prescribed by the Board of Directors. Section Seven Vice PresidentBoard Chair In the absence of the presidentboard Chair or in the event of the presidentboard Chair's inability or refusal to act, the Vice PresidentBoard Chair shall perform the duties of the PresidentBoard Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the PresidentBoard Chair. The Vice PresidentBoard Chair shall perform such additional duties as may from time to time be assigned by the PresidentBoard Chair or by the Board of Directors. 9
Section Eight Treasurer The Treasurer shall: -- If required by the Board of Directors, give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as the board of directors may deem appropriate; -- Have charge and custody of, and be responsible for, all funds and securities of the Corporation; -- Be responsible for the preparation of all state and federal income tax returns, and/or any other tax returns, required to be filed by the Corporation; -- Receive and give receipts for moneys due and payable to the Corporation from any source and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and, -- Perform all duties generally incident to the office of treasurer and such other duties as may from time to time be assigned to the treasurer by the presidentboard Chair or by the Board of Directors. The corporate Secretary shall: Section Nine Secretary -- Keep the minutes of meetings of the board of directors, in one or more books provided for that purpose; -- See that all notices are duly given in accordance with these bylaws or as required by law; -- Be custodian of the corporate records; -- Maintain a record of the incumbent members of the Board of Directors of the Corporation; and, -- Make available to any director of the Corporation, or to a director's agent, or to any person or agency authorized by law to inspect them, at all reasonable times 10
and on demand, these bylaws, the articles of incorporation, the membership book, the minutes of any meeting, and the other records of the Corporation. ARTICLE SIX COMMITTEES Executive Committee By majority vote the Board of Directors may adopt a resolution establishing an Executive Committee, consisting of not less than three directors and the Executive DirectorPresident & CEO, which committee, to the extent provided by such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that the designation of and delegation of authority to such committee shall not relieve the board of directors, or any director individually, of any responsibility imposed on the Board of Directors or any individual director by these bylaws, or by law. Other Committees Other committees not having and exercising the managerial authority of the Board of Directors may be established by resolution duly adopted by majority vote of the Board of Directors. Any member may be removed by the PresidentBoard Chair, whenever in the judgment of the PresidentBoard Chair the interests of the Corporation would be best served by such removal. Section Three Term of Office The term of the committee and of each member of any committee shall be established by the resolution adopted by the Board of Directors establishing the committee and/or appointing members to the committee. Section Four Chairperson One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members of the committee. Section Five Vacancies Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his or her predecessor. 11
Section Six Quorum Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee. ARTICLE SEVEN CONTRACTS, CHECKS, DEPOSITS, AND FUNDS. Contracts The Board of Directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section Three Checks, Drafts, Orders for Payment All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the Board of Directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer and, if in excess of a specific dollar amount established by the Board of Directors, countersigned by the PresidentBoard Chair or the Vice PresidentBoard Chair. ARTICLE EIGHT MISCELLANEOUS Books and Records The Corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of all meetings of its Board of Directors, and committees, 12
and shall keep at the registered or principal office (or at such other office as the board of directors may designate by resolution) all books and records of the Corporation which may be inspected by any director or any proper person, at any reasonable time. Fiscal Year year. The fiscal year of the Corporation shall commence on July 1 and end on June 30 of each Section Three Waiver of Notice Whenever any notice is required to be given under the provisions of the General Not for Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE NINE AMENDMENTS Power of Members to Amend Bylaws The bylaws may be amended, repealed, or added to, or new bylaws may be adopted by the vote of the P.A.D.S. Board of Directors upon recommendation of the Board of Directors of the Corporation. ARTICLE TEN DISSOLUTION Dissolution The Corporation may be dissolved by P.A.D.S. at its sole discretion. Distribution of Assets Upon dissolution of the Corporation, its assets shall be distributed, or applied, as follows: (a) first, all liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore; 13
(b) subject to the approval of all governmental entities to which the Corporation is a party, the Property and all other assets shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations which are engaged in activities substantially similar to those of the dissolving corporation, who commit to continue the operation of the programs established by the Corporation, and which are charitable organizations under the provisions of section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future tax code, pursuant to a plan of distribution adopted as provided in the Illinois Notfor-Profit Corporation Act; (c) any assets not distributed under paragraphs (a) and (b) of the section shall be distributed as directed by a court of competent jurisdiction, exclusively for such purposes or to such organizations, as said court shall determine. 14