HomeMy WebLinkAboutR-80-0566(RESOLUTION NO. 8 U- J 6 6
A RESOLUTION AUTHORIZING AN EXTENSION OF THE
AGREEMENT WITH NEW WASHINGTON HEIGHTS COMMUNITY
DEVELOPMENT CONFERENCE HEREINAFTER REFERRED TO
AS (N.W.H.C.D.C.), DATED OCTOBER 10, 1979, PRO-
VIDING FOR THE EXPENDITURE OF REMAINING FUNDS
IN SAID AGREEMENT, AMOUNTING AS OF JULY 17, 1980
TO $34,836.80 FOR THE PURPOSE OF FINANCING THE
BASIC ADMINISTRATIVE COSTS OF SAID ORGANIZATION
IN ORDER TO FACILITATE A TRANSITION TO AN ALTERNA-
TIVE SOURCE OF FUNDING.
WHEREAS, the City Commission adopted Resolution
No. 79-425, on June 25, 1979, authorizing the execution of a
contract with N.W.H.C.D.C. to carry on economic development
programs in the Culmer/Overtown Area in the amount of Two Hundred
Six Thousand and Fifty Dollars ($206,050.00); and
WHEREAS, said contract expired on June 30, 1980; and
WHEREAS, N.W.H.C.D.C. has requested carry-over funds
from the expired contract to facilitate the transition to
alternative sources of funding; and
WHEREAS, the City Commission on June 26, 1980, in-
structed City Staff to meet with representatives of N.W.H.C.D.C.;
and
WHEREAS, City Staff has conferred with Representatives
of N.W.H.C.D.C. and has recommended extension of the expired
contract to the City Manager for the purposes stated above; and
WHEREAS, the City Manager recommends;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA: ,4L�CU1J.L INDEX
ITEM NG.
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Section 1. The City Manager is hereby authorized to
execute an extension of the agreement with N.W.H.C.D.C., dated
October 10, 1979► providing for the expenditure of remaining
funds in said agreement, amounting to $34,836.80, as of July 17,
1980 for the purpose of financing the basic administrative costs
of said organization in order to facilitate a transition of an
alternative source of funding.
ATTEST:
1:�CITY
H G. ONGIE
CLERK
PREPARED AND APPROVED BY:
16 1). a. L&j
MAR A. VALENTINE
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
GEORGE KNOX JR.
CITY A ORNEY� }
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MAURICE A. FERRE
M A Y O R
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TC, Joseph R. Grassie July 16, 1980
City Manager
Funding Recommendations on
THRU: Richard L. Fosmoen New Washington Heights
Assistant City Manager Community Development Conference,
Julio A. Castano, Cirector Inc.
Dept. of Trade & Commerce D lopment
Recommendations
1. It is recommended that the City Commission adopt the Atachea
Resolution which allows the New Washington Heights Community_
Development Conference, Inc. to carry over approximately
$30,000-$40,000 in unexpended funds remaining from its contract
with the City of Miami for Fifth -Year CDBG funds. The carry-
over of these funds is for the purpose of financing the basic
administrative costs of the organization in order to facilitate
the possibility of a transition to State funding through the
Department of Community Affairs or some other alternative
funding source.
2. It is recommended that the City Commission not provide City
funds to capitalize the Washington Heights Local Development
Corporation.
Analysis
At the City Commission meeting of June 26, 1980 the City staff
was instructed to meet with representatives of the New Washington
Heights Community Development Conference, Inc. (NWHCDC) for the
purpose of developing a staff recommendation for the Commission
meeting of July 10, 1980 relative to:
1. The advisability of City Commission approval of a carry-over
of funds for the organization to facilitate a transition to
an alternative source of funding in view of the Commission's
decision not to renew the agency's contract; and,
2. The advisability of providing City funds to capitalize the
Washington Heights Local Development Corporation.
Please be advised that City staff met with representatives of
NW11CDC on June 27, 1980 and July 2, 1980 to discuss the above
referenced issues.
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80-566
Joseph R. Grassie
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July 16, 1980
As regards Item #1, staff analysis indicates that there is some
possibility that NWHCDC, Inc. could be successful in applying
to the State of Florida for community development corporation
funding, including up to $100,000 for administrative costs and
an interest -free loan to establish a development loan fund. In
view of the possibility for a successful application, the granting
of a funding carry-over would allow the organization to pursue
this alternative funding source and is recommended.
With reference to the State loan program for Community Development
Corporations, a review of the program's legislation indicates that
the applicants for such funds are not required to be local develop-
ment corporations certified by the U. S. Small Business Administra-
tion. The State legislation states that either private, non-profit
corporations or local development corporations certified by SBA
are eligible applicants for funding.
If NWHCDC is successful in applying for State funding, it could
generate substantial development financing resources through the
leveraging of the State loan funds on a 9/1 basis with the Small
Business Administration through the 502 Loan Program, e.g., $9-SBA/
$1-State Loan funds.
Relative to Item #2, staff analysis finds that the Washington Heights
Local Development Corporation (WHLDC) was:
1. Chartered by the State of Florida in September 1979; and,
2. Designated as an eligible participant in the 502 Loan Program
by SBA in May 1980.
Attached is a copy of the Articles of Incorporation and Charter for
the Washington Heights Local Development Corporation and a copy of
the certification letter from the Small Business Administration.
As to Item #2, the use of City funds to capitalize the WHLDC, staff
analysis finds that such funding would be in total contradiction
to the City Commission's prior endorsement of an economic develop-
ment organizational strategy which calls for the creation of a
single, citywide local development corporation, as a subsidiary
of Miami Capital Development, Inc. This citywide approach to finan-
cial resource development and business development packaging has
been endorsed through the following City Commission actions:
1. Acceptance in principle of the Economic Analysis and
Development Strategy Study prepared by Gladstone Associates; and
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Joseph R. Grassie
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July 16, 1980
2. Acceptance in principle of the Final Report on the Community
Economic Development Demonstration Project prepared by the
National Urban Development Services Corporation; and
3. Approval of the Sixth -Year Application for CDBG funds which
allocated funding for Miami Capital Development, Inc. and
several neighborhood economic development organizations.
4. Approval in June 1980 of a contract with Miami Capital De-
velopment, Inc. to provide financial business development
packaging services on a citywide basis and develop financial
_. resources through Miami Citywide Development Corporation (a
citywide local development corporation); and
5. Approval on June 26, 1980 of the Overtown Economic Development
Corporation as the City -recognized agency to implement the
neighborhood economic development program in the Overtown/
Culmer area.
It is, therefore, recommended that the City Commission, continue
to support the concept of one citywide local development corpora-
tion, staffed by skilled professionals as opposed to the funding
of several such corporations in individual neighborhoods.
JAC:zd
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May 16, 1980
^ U. S. GOVERNMENT
bMALL BUSINESS ADMINISTRATION
n22 Ponce do Loon /owwwd — bth floor
Coral OaMs% florWe 33134
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Ms. Jackie Bell
WASHINGTON HEIGHTS LOCAL DEVELOPMENT CORP.
225 NW 9th Street
Miami, FL 33136
Dear Ms. Bell:
Re: WASHINGTON HEIGHTS LDC ELIGIBILITY
-- This is to confirm that the Washington Heights
Local Development Corporation Charts has been approved by
Robert Kahn, SBA Miami Office Attorney, for applying for
financial assistance in SBA 502 program.
If I can be of any assistance, please feel free .
to contact me.
Sincerely,
Robert R. Merrell
Chief, CEO
RECEIVED MAY 2 1 1980
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September 20, 1979
Eddie L . Fields, Esquire
3000 Biscayne Boulevard, Suite 408
Miami, Florida 33131
Dear Mr. Fields:
Articles of Incorporation for WASHINGTON HEIGHTS LOCAL
DEVELOPMENT CORPORATION, a corporation not for profit, were
filed on September 14, 1079, and assigned Chartor Numbur 7480310.
Your chock for $:1K.00 lush Leon doposiLed.
Enclosed is a certified copy of the articles.
If you desire further information please telephone (904)487-1322,
Word Processing Section, Mrs. Bobbie Cox, Supervisor.
Sincerely,
D . W . McKinnon, Director
Division of Corporations
DWM/jh
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I certify that the attached is a true and correct copy of the Articles r
of Incorporation of WASHINGTON HEIGHTS LOCAL DEVELOPXENT
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CORPORATION, a corporation not for profit organized under the,; �-
Laws of the State of Florida, filed on September 14, 1979, as shown �'^r
by the records of this office.
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The charter number for this corporation is 748931.`-„'��;:
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BYLAWS
Or
WASHINGTON HEIGHTS
LOCAL DEVELOPMENT CORPORATION
The name of this organization is WASHINGTON HEIGHTS LOCAL DEVELOP-
MENT CORPORATION, and all reference to the organization in these
Bylaws shall be by the use Of the initials WHLDC, or the term
Corporation.
ARTICLE I
DIRECTORS
Section 1. The majority of positions on the Board of
Directors of WHLDC shall be occupied by the Directors of New
Washington Heights Community Development Conference, Inc., the
parent company of Washington Heights Local Development Corporation.
Section 2. Number. The property, affairs, activities, and
concerns of the Corporation shall be vested in a Board of Directors,
consisting of at least seven directors. The members of the Board
shall, upon election by the members, immediately'enter upon the
performance of their duties and shall be duly elected and qualified.
• Section 3. Election of directors and term. The directors
of the Corporation shall be elected at the annual meeting by the
members of the Corporation. There shall be an election by ballot
for 7 directors of the Corporation, 1 of whom shall be elected
j for a term of one year, 3 for two years, and 3 for three years.
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At each annual meeting thereafter, a number of directors equal to
those, whose terms have expired shall be elected for the term of
three years. At the expiration of any term of three years, any
director may be reelected.
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Section 4. Duties of directors. The Board of Directors
may: (1) hold meetings at such times and places as it thinks
proper; (2) admit members and suspend or expel them by ballot;
(3) appoint committees on particular subjects from the members
of the Board, or from other members of the Corporation; (4) audit
bills and approve the disbursement of funds of the Corporation;
(5) print and circulate documents and publish articles; (6) carry
on correspondence and communicate with parties or organizations
in economic development in the Culmer-Overtown area; (7) employ
agents; and (8) devise and carry into execution such other measures
as it deems proper and expedient to promote the objective of the
Corporation and to best protect the interest and welfare of the
Corporation.
Section 5. Meetings of board. Regular meetings of the
Board of Directors shall commence immediately succeeding the annual
election in February and on the first Wednesday. Notice of the -
meetings, signed by the Secretary, shall be mailed to the last
recorded address of each meter at least five days before the time,
appointed for the meeting. The President may, when he deems
necessary, or the Secretary shall, at the request in writing of
four members of the Board, issue a call for a special meeting of
the Board, and only three days' notice shall be required for such
special meetings.
Section 6. Quorum. A majority plus one additonal member
of the Board of Directors shall constitute a quorum for the trans-
action of business. In the absence of the President and Vice
President(s), the quorum present may choose a Chairman for the meet-
ing. If a quorum is not present, a lesser number may adjourn the
meeting to a later day, not more than ten days later.
Section 7. Absence. Should any member of the Board of
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Directors be absent from three consecutive meetings of the Board
and his excuse for being absent not be accepted by the members
of the Board, his seat on the Board may be declared vacant and the
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President may forthwith proceed to fill the vacancy.
Section 8. Vacancies. Whenever any vacancy occurs in
the Board of Directors by death, resignation, or otherwise, it
shall be filled without undue delay by the majority vote by ballot
of the remaining members of the Board at a special meeting which
shall be called for that purpose. The election shall be held
within 45 days after the occurrence of the vacancy.. The person
so chosen shall be a member and shall serve out the term of the
person that he replaced.
Section 9. Removal of directors. Any one or more of the
directors may be removed permanetly from the Board either with
or without cause, at any time, by a vote of two-thirds of the
Board members at any special meeting called for that purpose. Any
director whose removal had been proposed shall be given an opport-
unity to be heard at the board meeting.
Removal from the Board of Directors does not constitute
automatic termination of a person's membership.
Section 10. Qualifications. Persons serving on the Board
shall be a member and be actively involved with the Corporation for
six months and shall meet one or all of the following qualifications:
A. Shall have a business in the Culmer-Overtown area.
B. Shall own property located in the Culmer-Overtown area.
C. Shall be a concerned citizen sho is supportive of the
objectives and goals of the Corporation.
ARTICLE II
OFFICERS
Section 1. The officers of this Corporation shall be a
President, a Vice President, a Secretary, a Treasurer, and a
Parlimentarian. ..
Section 2. Method of election. The Board of Directors
shall elect all officers for a term of one year. The President
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and Vice President shall have served at least one year on the
Board of Directors prior to their election to the respective
offices. A majority of a quorum present shall be necessary to
constitute an election.
Section 3. Duties of officers. The duties and powers of
the officers of the Corporation shall be as follows:
PRESIDENT
The president shall preside at all meetings of the Corporation
and of the Board of Directors at which he may be present; shall
perform such other duties as may be prescribed in these Bylaws or
assigned to him by the Corporation or by the Board of Directors and
shall coordinate the work of the officers and committees of the
Corporation in order that the purposes of the Corporation may be
promoted.
-. VICE PRESIDENT
The Vice president shall act as aide to the President and
shall perform the duties of the President in the absence or dis-
ability of that officer to act.
SECRETARY
The Secretary shall record the minutes of all meetings of
the Corporation and of the Board of Directors and shall perform
such other duties as may be delegated to him.
TREASURER
The Treasurer shall have custody of all of the funds of the
Corporation; shall keep a full and accurate account of receipts and
expenditures; and shall make disbursements in accordance with the
approved budget, as authorized by the Corporation, the Board of
Directors, or a special committee. The Treasurer shall present a
financial statement at every meeting of the Corporation and at
other times when requested by the Board of Directors and shall make
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a full report at the annual meeting. The Treasurer shall be
responsible for.the maintenance of such books of account and records
as conform to the requirements of the Bylaws. The Treasurer's
accounts shall sign a statement of that fact at end of the report.
The auditing committee shall be appointed by the Board of Directors
at least two weeks before the annual meeting.
PARLIAMENTARIAN
The parliamentarian shall see that all meetings of the
Board of Directors are conducted in a peaceful and orderly manner.
ARTICLE III
MEETINGS
Section 1. Annual meeting of members. The annual meeting
of the members shall be held on the fourth Wednesday of January of
each year. Notice of the time and place of holding the annual
meeting shall be published in a local newspaper and to each member
at least five days previous thereto.
Section 2. Special meetings of directors. Special meetings
of directors may be called by the President at any time on his own
initiative or by the Presidret or Secretary upon request of four
members to such officer made in writing. Notice of the meeting
shall be mailed to each director at least three days previous to
the meeting, and at such special meeting there shall only be con-
sidered such business as is specified in the notice of meeting.
Section 3. Quorum for directors' meeting. At all meetings
of the Corporation, a majority plus one additional director shall
constitute a quorum for a regular meeting; and a majority plus
one additional director shall constitute a quorum for a special
meeting.
Section 4. Regular meetings of directors. Regular meetings
of the Board of Directors shall be held quarterly on the fourth
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Wednesday of January, April, July and October.
Notice of the time
and place of holding regular meetings shall be mailed to each Board
member at least five days previous thereto.
Section 5. Executive Committee meetings. Regular meetings
of the Executive Committee shall be held on the fourth Wednesday
of each month, or any time as called by the President.
Section 6. Proxies. Every Board of Director member entitled
to vote at any meeting thereof may vote in person or by proxy. A
proxy shall be in writing and on a standard organization or proxy
form, revocable at the pleasure of the member executing it. The
duration and the nature of the proxy shall be specified; if the
duration is not specified, it shall be invalid after seven days
from the date of its execution. The proxy can only be granted to
and exercised by a Board of Director member.
Section 7. Order of business. The order of business shall
be as follows, at all annual, regular and special meetings, or the
Board of Directors, and committees of the Corporation.
A. Calling of the roll
B. Proof of notice of meeting
C. Reading and approval.of the minutes
D. Receiving communications
E. Election of officers and new members
F. Report of officers
G. Report of committees
H. Unfinished business
I. New Business
J. Adjournment
ARTICLE IV
SEAL
The Corporation shall have a seal and the seal shall be
affixed to all legal instruments executed on behalf of the
Corporation.
ARTICLE V
I AMENDMENTS
These Bylaws maybe amended, repealed, or altered in whole
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or in part by a majority vote at any duly organized meeting of
the Corporation. The proposed change shall be mailed to the last
recorded address of each member and there shall be two readings
of the proposed change before the meeting scheduled for Board
members to vote on the change.
ARTICLE VI
NOTICES
All notices to the Board members shall be mailed to their
addresses as given to the Secretary, and such mailing shall con-
stitute presumptive evidence of service thereof.
ARTICLE VII
COMPENSATION
Neither the officers, directors, nor members serving on
committess shall receive any salary or compensation for services
rendered to the Corporation. Officers, directors, and members
shall be reimbursed, however, for cost incurred on behalf of the
Corporation.
ARTICLE VIII
BASIC POLICIES
The following are basic policies of the Corporation:
1. The Corporation shall be non-profit, nonsectarian and
non -partisan.
2. The name of the Corporation or the names of any Board
member in their official capacities shall not be used in any con-
nection with any partisan interest or for any purpose not appro-
priately related to promotion of the objects of the Corporation.
3. The Corporation shall cooperate with persons and or-
ganizations to support the improvement of the community in ways
that will not interfere with administration of their activities
and shall not seek to control their activities and policies.
4. The Corporation may cooperate with other organizations
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an agencies concerned with economic development, but persons
representing the Corporation in such metters shall make no
commitments that binds the Corporation without the Board approval.
ARTICLE IX
STANDING AND SPECIAL COMMITTEES
1. The Board of Directors may create such standing committees
as it may deem necessary to promote the purpose and carry on the
work of the Corporation. The President shall appoint the Chairman
of each committee and each committee shall be reappointed each year.
2. The Chairman of each standing committee shall present
a plan of work to the Board of Directors and/or the Executive
Committee for approval. No committee work shall be undertaken
without the consent of the Board of Directors.
3. A majority of the members of any committee may fix its
rules of procedure. All action by any committee shall be reported -
to the Board of Directors and/or Executive Committee prior to
such action and shall be subject to revision, alteration and •
approval by the Board of Directors.
4. The power to form special committees and appoint their
members rest with the President.
5. The President shall be a non -voting member of all
committees except the nominating committee.'
ARTICLE X
OFFICES
The Corporation shall maintain a principal office in the
State of Florida as required by law. The Corporation may also
have offices in such other places either within or without the
State of Florida as the Board of Directors may from time to time
designate or as the business of the Corporation may require.
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ARTICLE XI
INDEMNIFICATION
The Corporation shall idemnify any person who was or is
a party to any action, suit, or preceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a
director, or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer or another
corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorney's fees), judgment, fines, and
amounts paid in settlement actually and reasonable incurred by him
in connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonablely believed to be in or
not opposed to the best interest of the Corporation. The termination
of any action, suit or proceeding by judgment , order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall
not; -of itself create a presumption that the person did not act in
good faith.
ARTICLE XII
MEMBERSHIP
Section 1. Qualification. Any person or organization whose
membership application is accepted by the Board of Directors and
who pays the membership fee as established by the Board of Directors
shall qualify for membership in the Corporation.
Section 2. Classification. The classification of membership
in this Corporation shall be: individual, family, and corporate.
Section 3. Duties and rights. The members of the
Corporation shall elect Board of Director members each year at the
annual meeting for members scheduled on the 4th Wednesday of
January.
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Section 4. Voting. A member entitled to vote at a meeting
may vote at such meeting in person only. Every member shall be
entitled to one vote for each membership in his name in the records
of membership.
Section S. Termination of membership. A person's membership
may be terminated for any action deemed, by a majority of the Board
of Directors voting at a regular or special meeting, detrimental to
the interest of the Corporation. Termination of a member's member-
ship constitutes automatic removal of him from the Board of Directors
if he hold such a position.
Section 6. Election of Members. A person, firm, or cor-
poration may be elected a member upon being proposed from membership
by a member, by written application to the President or Secretary,
and favorable passed upon by the Committee on Admissions, upon
receiving a majority vote of the members present at a meeting of
the --Corporation or at a meeting of the Board of Trustees or of the
Executive Committee.
Section 7. Advisory members. The Board of Trustees at any
duly organized meetings may elect advisory members by a unanimous
vote of the members present. Advisory members shall be exempt from
payment of any fees whatever and shall be entitled to all the
privileges or regular members, except the right to vote or hold
office.
Section 8. Resignation. Any member may withdraw from the
Corporation after fulfilling all obligations to it by giving
written notice of such intention to the Secretary, such notice
shall be presented to the Board of Trustees or Executive Committee
by the Secretary at the first meeting after its receipt.
Section 9. Suspension. A member may be suspended for a
period or expelled for cause such as violation of any of the Bylaws
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or rules of the Corporation, or for conduct prejudicial to the best
interest of the Corporation. Suspension or expulsion shall be by
a two-thirds vote of the membership of the Board of Trustees,
provided that a statement of the charges shall have been mailed
by registered mail to the member under charge at his last recorded
address, at least 15 days before final action is taken thereon;
this statement shall be accompanied by a notice of the time of
action on the matter. The member shall be given an opportunity to
present a defense at the time and place mentioned in such notice.
ARTICLE XIII
DUES
Section 1. Annual dues. The Board of Trustees may determine
from time to time, the amount of initiation fee, if any, and annual
dues payable to the Corporation by members.
Section 2. Payment of dues. Dues shall be payable in advance
on the first day of each year. Dues of a new member shall be pro-
rated from the first day of the month in which such new member is
elected to membership, for the remainder of the year of the
Corporation.
Section 3. Default and termination of membership. When any
member shall be in default in the payment of dues for a period of
three months from the beginning of the year or period for which such
dues became payable, his membership may thereupon be terminated by
the Board of Trustees, in the manner provided in Article XII,
Section 9, of these Bylaws.
ARTICLE XIV
EXECUTIVE DIRECTOR
The Board of Directors shall appoint an Executive Director
who will manage the daily operations and staff activities of the
Corporation.
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ARTICLE XV
EXECUTIVE COMMITTEE
The Executive Committee of the Board of Directors shall con-
sist of the President, Vice President(s), Secretary, Treasurer,
and Parliamentarian. The Executive Director shall also serve on
the Executive Committee as a non -voting member.
The President may also designate one or more of the Board
of Director members to serve as alternate to the Executive Committee.
The Executive Committee shall meet regularly on a monthly
basis, or any time that a special meeting is called.
The Executive Committee shall process and exercise all powers
of the Board of Directors, except where limited, during the intervals
between Board of Director meetings.
-12-
Y