BYLAWS

Of the

WASHINGTON AREA HOUSING PARTNERSHIP

ARTICLE I

NAME, PURPOSE, LOCATION AND FISCAL YEAR

Section 1.1
Name

The name of the organization shall be the Washington Housing Area Housing Partnership (the “Partnership”)

Section 1.2
Purposes

The Partnership shall work to preserve and promote affordable housing opportunities within the Washington Metropolitan Area. It shall function as a quasi-independent unit within the administrative framework of the Metropolitan Washington Council of Governments (COG), and shall operate consistent with the relevant policies and practices establishes by COG’s Board of Directors. Both the Partnership and COG’s Board of Directors recognize that this administrative and policy relationship may by transitory. The partnership at such time as it deems advisable, may terminate the relationship and establish itself as a freestanding organization consistent with the conditions for separation contained in Article X of these bylaws.

The initial purposes for which the Partnerships been established are as follows:

a. To promote and support the development and preservation of low and moderate income housing through local public/private partnerships;

b. To provide technical assistance to groups, organizations, governments and developers in support of low and moderate income housing production;

c. To encourage federal, state, District of Columbia, county and city government housing programs that are responsive to housing needs and to locally-based housing initiatives; and

d. To seek broad-based support from, and involvement by, the public and private sectors in the development of low and moderate-income housing, including acting as a broker catalyst among the various parties and interests in specific housing development proposals.
Section 1.3
COG Staff and Administrative Support

Staff and administrative staff support shall be provided by COG in accordance with the annual budget and work program adopted by the Partnership and approved by the COG Board of Directors.

Section 1.4
Locations

The principal office of the Partnership shall be located initially in care of the Metropolitan Washington Council of Governments, 777 North Capitol Street, N.E., Suite 300, Washington, DC 20002-4290.

Section 1.5
Fiscal Year

The fiscal year of the Partnership shall commence on July 1st and end on June 30th in each year.

ARTICLE II
GENERAL MEMBERSHIP, ELIGIBILITY, FEES, RIGHTS, MEETINGS AND POWERS

Section 2.1
Eligibility

For the purpose of this Article, the Partnership shall be composed of those public and private organizations or individuals that are interested in the preservation and promotion of affordable housing opportunities in the Washington Metropolitan Area that are approved by the Partnership for membership, and that contribute annually toward the financial support of the Partnership's activities in accordance with the fee schedule set forth in Section 2.2.

Section 2.2
Membership Fees

Organizations described in Section 2.2 of this Article may become general members of the Partnership on paying annually the fee in accordance with the schedule set forth below. Recognizing the disparate financial circumstances of the various organizations eligible for membership, membership shall be classified into categories and ranges of fees for each such category established as follows:

Section 2.3
Meetings, Voting, Quorum, Rights and Powers

a. An annual general membership meeting shall be held each year, at which time the members shall elect officers and board members from a slate recommended by the nominating committee, adopt a budget and work program and approve the members of the Partnership's Board of Directors recommended by the Chair or others as the members may decide. Additionally, any member may, at the annual general membership meeting, request a review of any action by the Board of Directors taken between general membership meetings.

b. Each organization having membership shall appoint a voting representative for the annual meeting. Each such representative shall have one vote on any matter coming before the general membership.

c. At least three weeks prior to the annual general membership meeting, written notice of such meeting shall be served upon or mailed to each member entitled to vote thereat, at such address as appears on the books of the corporation.

d. The Chair or Board of Directors may call special general membership meetings, for any purposes.

e. A quorum of the general membership, one third of the general membership, must be present in order to transact business, except as otherwise provided by these bylaws. If, however, such a quorum shall not be present at any meeting, the representatives entitled to vote, present in person, shall have the power to adjourn the meeting, without notice other than announcement at the meeting until a quorum is present.

f. When a quorum is present at any general membership meeting, the vote of a majority of the representatives shall decide any question that may be brought before such meeting.

ARTICLE II
BOARD OF DIRECTORS, SELECTION, VOTING, RIGHTS, MEETINGS

Section 3.1
Board of Directors

The Board of Directors shall be the governing body of the Partnership and, between meetings of the entire membership, shall be responsible for the general policies and programs of the Partnership and for the control of all its funds. The Board of Directors shall also be responsible for preparing agendas for the annual general and special meetings of the membership of the Partnership and for recommending an annual budget and work program for consideration at the annual general membership meeting. Subject to the general approval of COG, it shall have the power to transfer funds within the approved total budget in order to meet unanticipated needs or changed situations.

Section 3.2
Selection and Length of Service

To the maximum degree possible, the Board of Directors shall include members drawn equally from the local government, nonprofit and for profit categories. The Board of Directors shall include two representatives from the COG Board of Directors. The Chair of COG’s Housing Directors Advisory Committee or designee shall serve as an ex-officio member of the Board of Directors.

The Board of Directors shall have no more than 30 members. Board membership is based on both an individual's talents and their organizational affiliation. If an individual's organizational affiliation changes, the executive committee will review their continued participation on the Board. Members of the Board shall serve for no more than two full terms as a general policy. The executive committee may make exceptions to this policy.

A nominating committee, appointed by the Executive Committee, shall make nominations for vacancies on the Board of Directors. Elections will take place at the Partnership's annual meeting.

Section 3.3
Meetings, Voting and Quorum

The Board of Directors shall meet quarterly unless determined otherwise by the Board or its Chair. Written notice of such meetings and the business to be transacted thereat shall be served upon or mailed to each member of the Board at least five days prior to the meeting.

The Chair may call special meetings of the Board on three days notice to each Board member. The chair shall also call special meetings on a written notice of seven (7) Board members. The notice of all special meetings of the Board shall include the written statement of the purpose of the special meeting.

Section 3.4
Notices

Whenever any notice is required to be given under the provisions of the bylaws to any Board member, 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 receipt of such notice.

ARTICLE IV
OFFICERS AND AGENTS

Section 4.1
Eligibility

The officers of the Board shall be the Chair, two Vice Chairs, Secretary and Treasurer, and such officers, if any, as the Directors may determine. All officers shall be members of the Board of Directors.

Section 4.2
Elections

The General Membership shall elect the Chair, two Vice Chairs, a Secretary and Treasurer at the annual meeting each year.

Section 4.3
Tenure

The Chair, two Vice Chairs, Secretary and Treasurer, and each other officer, if any, shall hold office until the next annual meeting unless a shorter period shall have been specified by the term of his or her election or appointment or unless he or she sooner dies, resigns, is removed or becomes disqualified.

Section 4.4
Chair

Consistent with the authority and delegations vested in the Partnership by the COG Board of Directors, subject to the control of the Directors, the Chair shall have general charge and supervision of the affairs of the Partnership. The Chair shall preside at all meetings of the Board of Directors and General Membership.

Section 4.5
Vice Chairs

The two Vice Chairs shall perform the duties of the Chair in the absence or incapacity of the Chair.

Section 4.6
Secretary

The Secretary shall record and maintain records of all proceedings of the Partnership. Such records shall contain the original or attested copies of these bylaws and names of all directors and address of each. If the secretary is absent for any meeting of the Board, a temporary secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting.

Section 4.7
Treasurer

Consistent with the administrative and fiscal practices of COG, the Treasurer of the Partnership shall ensure that full and accurate accounts of receipts and disbursements attributable to the Partnership are maintained and shall ensure all moneys and other valuable effects in the name and to the credit of the Partnership are deposited to the credit of the Partnership by COG. The Treasurer shall render to the Chair and Board members, at regular meetings of the Board or whenever they may require it, an account of all transactions on behalf of the Partnership by COG and of the financial condition of the Partnership. The Board of Directors may delegate to an employee or employees of COG any or all of the duties and powers of the Treasurer.

Section 4.8
Resignation

Any officer may resign by delivering his or her written resignation to the Chair, Vice Chair or Secretary. Such resignation shall be effective upon receipt (unless specified to be effective at such other time) and acceptance thereof shall not be necessary to make it effective unless it so states. The resignation of an officer pursuant to this section shall not affect his or her status as a Director.

Section 4.9
Vacancies

If the Office of any officer becomes vacant, the Chair may select a successor. Each such successor shall hold office for the unexpired term and in the case of Chair, Vice Chair, Secretary, until his or her successor is elected and qualified in each case unless he or she sooner dies, resigns, or becomes disqualified.

Section 4.10
Compensation

Officers shall not be compensated for any services rendered as an Officer of the Partnership.

Section 4.11
Absences

Board membership review will be allowed after three consecutive absences.

ARTICLE V
STANDING COMMITTEES

Section 5.1
Executive Committee

The Executive Committee shall be a standing committee for the Partnership. The Executive Committee shall consist of the Chair, two Vice Chairs, the Secretary, Treasurer, and the chairs of standing committees. The Chair of the Board shall serve as Chair of the Executive Committee. The functions of the Executive Committee are:

a. To prepare the agenda for Board of Directors' meetings.

b. To create standing committees and sub-committees.

c. To present to the general members a slate of officers for vote by the full members at the annual meeting or special meeting called in lieu thereof. At the time of the election of officers at the annual meeting or special meeting so called, any member may be nominated from the floor and added to the slate of officers proposed by the Executive Committee.

d. To approve members of all committees, including the committee chairs, other than those expressly provided for in these bylaws. Members of such other committees may include individuals who are not members of the Board of Directors. The Chair must be a member of the Board of Directors.

e. To make recommendations to the Board of Directors on policies and practices pertaining to the development and preservation of low and moderate income housing in the Washington Metropolitan Area.

f. To make reports to the Board of Directors on the administration and activities of the Partnership.

g. To make periodic reports to the COG Board of Directors concerning the administration and activities of the Partnership.

h. To propose any amendments to the bylaws for consideration.

i. To select a nominating committee to recommend candidates to serve as officers of the Board.

Section 5.2
Other Committees

The Board may establish standing and ad hoc committees as it deems necessary or helpful to the exercise of its responsibilities under these bylaws.

ARTICLE VI
PERSONAL LIABILITY

Section 6.1
Personal Liability

The Directors and Officers of the Partnership shall not be personally liable for any debt, liability or obligation of the Partnership. All persons, corporations or other entities extending credit to, contracting with or having any claim against COG, acting on behalf of the Partnership, may look only to the funds and property of COG for the payment of any such contract or claim or for the payment of any debt, damages, judgement or decree or for any money that may otherwise become due or payable to them from COG.

ARTICLE VII
INDEMNIFICATION

Section 7.1
Right of Indemnification

To the extent permitted by law, COG shall indemnify and reimburse any person (or the personal representative of any person) who at any time serves or shall have served as a director, officer or other agent of the Partnership against and for any and all claims and liabilities to which he or she may be or becomes subject by reason of such service and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he or she is made a party by reason of such service except with respect to any matter as to which he or she shall have had been adjudicated in any proceeding not to have acted in good faith and the reasonable belief that his or her action was in the best interest of the Partnership.

ARTICLE VIII
AMENDMENTS

Section 8.1
Amendments

These bylaws may be altered, amended or repealed in whole or in part by a vote of a majority of the Directors.

ARTICLE IX
CONFLICT OF INTEREST

Section 9.1
Conflict of Interest

No particular matter of the Partnership shall, in the absence of fraud, be affected or invalidated by the fact that any Director of Officer of the Partnership or any corporation, firm or association of which he or she may be a director, officer, stockholder or member may be a party to or may have an interest, pecuniary or otherwise, in any such matter provided that the nature and extent of his or her interest was disclosed to or known by the entire membership before acting on such matter and further provided that the Director or Officer did not participate in the matter.

ARTICLE X
DISSOLUTION OF PARTNERSHIP

Section 10.1
Dissolution of Partnership

Consistent with the action of the COG Board of Directors authorizing the establishment of the Partnership, the Partnership, acting through its Board of Directors, may terminate its relationship with COG by giving notice of such termination at least ninety (90) days prior to the end of the fiscal year in which the termination action is taken. Any funds held by COG on behalf of the Partnership, other than the COG contribution, shall be transferred to the Partnership's successor in interest after all expenses attributable to Partnership's operation have been liquidated.