BY-LAWS
THE BY-LAWS ARE THE GOVERNING DOCUMENTS IN THE COOPERATIVE. THE BY-LAWS SET FORTH THE DAY TO DAY OPERATION OF THE COOPERATIVE. THE BY-LAWS DIRECTS AND SET FORTH THE POWERS AND DUTIES OF THE BOARD OF DIRECTORS IN MANAGING THE AFFAIRS OF THE CORPORATION.
THERE ARE PROVISIONS OF THE BY-LAWS WHICH ARE FREQUENTLY LITIGATED AND THEY ARE:
I. A. ELECTION AND REMOVAL OF THE BOARD OF DIRECTORS
B. THE POWERS OF THE OFFICERS OF THE BOARD
C. ANNUAL AND SPECIAL ELECTIONS
D. INDEMNIFICATIONS OF OFFICERS AND DIRECTORS
E. WHO MAY IMPOSE SPECIAL ASSESSMENTS
F. WHO VOTES ON MAJOR ISSUES, THE BOARD OR THE SHAREHOLDERS
G. BOARD MEETING BY TELEPHONE CONFERENCE AND SHAREHOLDER PROXIES BY FAX
H. QUORUM REQUIREMENTS FOR ANNUAL MEETINGS
I. MANDATORY INSURANCE FOR TENANT SHAREHOLDERS
II. THESE BY-LAWS MAY HAVE BEEN WRITTEN FOR HUD ASSISTED OR INSURED COOP AND CAN NOT BE AMENDED WITHOUT APPROVAL BY HUD OR THEY WERE WRITTEN BY A SPONSOR.
THESE DOCUMENTS MUST BE REVIEWED BY THE BOARD AND LEGAL COUNSEL, IN CONJUNCTION WITH A REVIEW OF PAST, PRESENT AND FUTURE BOARD POLICY
IF THERE ARE DISCREPANCIES BETWEEN THE BY-LAWS AND CURRENT POLICY, CHANGES ARE IN ORDER.
III. AMENDMENT OF THE BY-LAWS CAN USUALLY BE MADE BY TWO THIRDS VOTE OF THE SHAREHOLDERS
IV. THE BY-LAWS SHOULD CONTAIN THE FOLLOWING PROVISIONS:
ARTICLE I - MEETING THE SHAREHOLDERS
I. ANNUAL MEETING
II. SPECIAL MEETINGS
III. WAIVER OF MAILING OF NOTICE
IV. QUORUM
V. VOTING
VI. INSPECTORS OF ELECTION
VII. CONSENT OF SHAREHOLDERS
VIII. ORDER OF BUSINESS
ARTICLE II - DIRECTORS
I. QUALIFICATION AND NUMBER
II. ELECTION AND TERM
III. VACANCIES
IV. RESIGNATION AND REMOVAL
V. MEETINGS
VI. ANNUAL BUDGET
VII. DUTIES AND POWERS
VIII. HOUSE RULES
IX. EXECUTIVE COMMITTEE
X. ADMISSIONS COMMITTEE
XI. OTHER COMMITTEES
XII. CONTRACTS AND TRANSACTIONS OF THE CORPORATION
XIII. COMPENSATION
XIV. DISTRIBUTIONS
ARTICLE III - OFFICERS
I. ELECTION AND REMOVAL
II. QUALIFICATIONS AND VACANCIES
III. PRESIDENT AND VICE-PRESIDENT
IV. SECRETARY
V. TREASURER
VI. SALARIES
ARTICLE IV - INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE V - PROPRIETARY LEASES
I. FORM
II. ASSIGNMENT
III. ACCOMPANYING SHARES
IV. RE-GROUPING OF SPACE
V. ALLOCATION OF SHARES TO ADDITIONAL SPACE
VI. FEES ON ASSIGNMENT
VII. LOST PROPRIETARY LEASES
ARTICLE VI - CAPITAL SHARES
I. CAPITAL SHARES
II. CERTIFICATES OF ISSUANCE
III. TRANSFER
IV. UNITS OF ISSUANCE
V. FEES ON TRANSFER
VI. CORPORATION'S LIEN
VII. LOST STOCK CERTIFICATES
VIII. LEGENDS ON SHARE CERTIFICATES
IX. NO PREEMPTIVE RIGHT
ARTICLE VII - SEAL
I. FORM
ARTICLE VIII - CHECKS, NOTES, ETC.
I. SIGNATURES ON CHECKS
II. SIGNATURES ON NOTES AND BONDS
III. SAFE DEPOSIT BOXES
IV. SECURITIES
ARTICLE IX - SALE, LEASE, DEMOLITION OR DISPOSITION OF PROPERTY
II. SALE, LEASE, DEMOLITION OR DISPOSITION OF PROPERTY
ARTICLE X - AMENDMENTS
III. BY THE SHAREHOLDERS
IV. BY THE DIRECTORS
V. GENERAL
ARTICLE XI - FISCAL YEAR
I. FISCAL YEAR
ARTICLE XII - REPORTS
I. ANNUAL REPORTS
II. TAX DEDUCTION STATEMENT
ARTICLE XIII - MISCELLANEOUS
I. OPERATION OF THE PROPERTY
II. RESERVES
III. SPECIAL ASSESSMENTS
IV. DEFAULT PROVISIONS
V. ATTORNEYS FEES
VI. PATRONAGE FUNDS
