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HomeMy WebLinkAboutMinutes - 19980601DRAFT Meeting Summary 1~4a~1`@'; X395'_' JW>v~ 1, lei ~i ~ Participants: Elected Officials and Managers of : Carrboro, Chapel Hill, Hillsborough, and Orange County. Subject: Orange Community Housing Corporation (OCHC) This meeting was held as a follow-up to the recent request of the Orange Community Housing Corporation for additional administrative funding for this fiscal year. The following items were discussed: There is a need to reaffirm and/or clarify the organization's mission. A copy of the current Organization Mission is enclosed for reference. 2. An updated Organization Workplan should be submitted to each jurisdiction for review. A copy of the current workplan is attached as reference. 3. The group requested a copy of the Corporation's Bylaws. A copy of the current Bylaws is enclosed. 4. The group agreed that the Corporation should reevaluate its involvement in housing rehabilitation programs such as the current Urgent Repair Program being administered by the Corporation. There was general consensus that this effort should be a part of the County's Housing Rehabilitation Program. 5. Consensus Agreement with the Review of OCHC Financial Systems prepared by Ken Chavious, Orange County Finance Director. The recommendations in this report are as follows: a. The budgetary and accounting formats should be changed to account for project revenues and expenditures separate and apart from operations. b. Funding for predevelopment, architects, and engineers should be budgeted within a project budget with funding sources identified. c. Potential projects should be presented to the governing bodies for review. Information provided for review should include proposed project budgets and an identification of any additional funds required. Representatives from each governing body and OCHC could structure this review process to ensure all concerns are addressed. Further, during this review process, a determination will be made regarding the appropriateness of securities or performance bonds which will be determined based on the nature and scope of the proposed project. d. Quarterly reports, to include financial status and project updates should be provided to the County and the Towns. 6. There was consensus that Ken Chavious, Orange County Finance Director and Pam Jones, Orange County Purchasing and Central Services Director would provide lead staff support as necessary to OCHC along with other jurisdiction's staff members who may be called upon as needed. ORANGE COMMUMTYHOUSING CORPORATION MISSION STATEMENT ORGANIZATIONAL GOAL OCHC shall both initiate and support the construction, conversion, or rehabilitation of both rental and owner- occupied housing units for families and individuals with incomes at or below 80% of the area median, and shall regularly and actively advocate in Orange County within the context of OCHC's stated objectives and annual work plan. OBJECTIVES • To construct new homes suitable for families, using best available market data, creative planning and design, public subsidies, and community investment from local financial institutions, with first mortgages affordable at or below 80% of the area median. • To construct rental housing affordable to families and individuals with incomes at or below 60% of the area median. • To participate in cooperative efforts to provide housing that serves the needs of special populations, such as homeless individuals and families, older adults, persons with disabilities or mental illness, and battered women, in association with the agencies that would operate programs supporting the targeted population. • To support and assist development efforts by other organizations and individuals, both public and private, that are consistent with OCHC's mission. • To conduct education and counseling programs that will prepare interested families and individuals for the responsibilities of homeownership and create a pool of ready buyers for homes OCHC builds. • To achieve excellence in product design and produce homes that are safe, durable, comfortable, cost- effective and energy efficient. • To obtain 100% of operating costs from government sources and to set aside some portion of development fees-if involved in particular projects-in reserve to be used consistent with our Mission. (formerly To operate as a business that meets its annual financial requirements and OCHC's mission through fundraising and generating revenues from project development. • To assist local government staff and elected officials, as time and resources allow, in their efforts to design and implement policies and programs that address housing needs in Orange County. • To participate in the local community, with special emphasis on the housing industry community, to increase industry participation in efforts to provide adequate housing for families and individuals with incomes at or below 80% of the area median. • To provide an excellent working environment for all employees, including comfortable working conditions, a compensation plan that rewards achievement, career advancement and educational opportunities, and an open and congenial atmosphere. • To create and utilize mechanisms or tools that ensure that the homes remain in the hands of those initially targeted; and that the homes remain affordable to future residents. Orange Community Housing Corporation Work Plan 1997-99 Complete and sell final home in Magnolia Place by 3/31/98. Finalize transfer of homeowners association to homeowners by 3/31/98. Complete project closeout activities, including warranty items by 6/30/98. Complete the construction of six Carr Court Townhouses by 6/30/98. Develop marketing plan and list townhomes on TMLS by 3/1/98. Complete unit sales as soon as possible and in no case later than 12/31/98. When all units are sold, assist homeowners with start-up of Townhome Association. All Association activities should be completed by 3/31/99. Administer the Urgent Repair Program completing at least 30 home repairs by 12/31/98 with existing funding from NCHFA, HOME funds and Habitat for Humanity. Potentially, this program will be extended with Disaster Recovery Funds from Chapel Hill to complete repairs on an additional 30 homes. Prepare proposal to improve fiscal and administrative feasibility of the program. Work with the Town of Chapel Hill to redesign a site plan for. the town-owned land on Scazlett Drive by 6/30/98, provided that fiznding is available to cover additional architectural and engineering costs. Submit and receive permits for construction by 12/31/98, provided that an expedited review process is used. Conduct market research study to determine most realistic option for the consumer. Begin construction on 32 townhomes in Meadowmount Subdivision within one year of approval of the larger Meadowmount Development and complete construction one year later. Assuming engineering costs are covered, the timeline would be as follows: Meadowmont Development Approval To Be Determined Revise Drawings 2-3 months Expedited Review 4-5 months Development of Construction 4-5 months Documents/Final Plan Review Construction 12 months Search for sites and partners for multifamily rental development utilizing Low Income Housing Tax Credits by reviewing land transfers (through county records) and available land (through TMLS) of more than 5 acres. Possible sites are to be reviewed at each board meeting. Continue operation of rental unit at Old Well Apartments for OPC Mental Health, and work with OPCMH to purchase and manage two additional units. Continue Homebuyer Education Program for first time homebuyers. Emphasis will be on education and referral for credit counseling. Continue to serve as fiscal agent for Dobbins Hill Resource Center, and assist in securing additional financing. Assist the Town of Chapel Hill with resales and administrative activities in Tandler and Culbreth Park subdivisions. Tasks will include referring interested buyers, conducting annual survey and providing results to the Town, and offering reduced commission listings (when possible) to owners interested in reselling their homes. Strengthen relationships, collaborate with and offer support to other affordable housing organizations in the county. Includes advocacy role as determined by board of directors. Initiate a dialog with iINC-Chapel Hill on affordable housing issues in the university community. Advocate for adequate resources so that staff can carry out the mission and are adequately compensated. Approved by OCHC Board of Directors March 1998 CORPORAT/ON BY-LAWS BYLAWS OF Orange Community Housing Corporation ARTICLE 1: NAME The name of this corporation shall be the Orange Community Housing Corporation. ARTICLE 2: OFFICES Section 2.01. Principal Executive Office. The principal executive office of the corporation shall be located in Can'boro, North Carolina. The Board of Directors may change the location of its office. Any such change shall be noted on these Bylaws by the Secretary, opposite this section, or this section may be amended to state the new location. Section 2.02. Other Office. Other offices may at any time be established at any place or places specified by the Board of Directors. ' ARTICLE 3: PURPOSE The purpose of the corporation is to support and initiate construction, conversion, or rehabilitation of both rental and owner-occupied housing focusing on families and individuals with income levels at or below the median income for our community. This corporation has been formed under the General Nonprofit Corporation Law of the State of North Carolina for the charitable and educational purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of legislation, and the corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The corporation shall not, except to any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and educational purposes described in the artiGes of incorporation. ARTICLE 4: DEDICATION OF ASSETS The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the director or officer of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable and educational purposes which has established its tax-exempt status under Internal Revenue Code Section 501(c)(3). ARTICLE 5: MEMBERSHIP The corporation shall not have any members. ARTICLE 6: BOARD OF DIRECTORS Section 6.01. Powers. Subject to the provisions of the General Nonprofit Corporation Law of the State of North Carolina, the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-today operation of the business of the corporation to a management company, committee (however composed), or other person, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. Section 6.01. Number of Directors. The authorized number of directors of the corporation shall not be less than ten (10) nor more than twenty (20) until changed by amendment of the ArtiGes of Incorporation or by a bylaw amending this Section 6.02. The exact number of directors shall be fixed from time to time, within the limits specified in this Section 6.02, by the Board of Directors. Section 6.02. Number of Directors. The authorized number of directors of the corporation shall not be less than twelve (12) nor more than twenty-four (24) until changed by amendment of the ArtiGes of Incorporation or by a bylaw amending this Section 6.02. The exact number of directors shall be fixed from time to time, within the limits specified in this Section 6.02, by the Board of Directors. The composition of the Board of Directors shall, insofar as is practical, meet the definition of a Community Housing Development Organization as defined by the United States Department of Housing and Urban Development. Section 6.03. Selection of Directors. Except for the initial directors as described in Section 6.05 below, the authorized number of directors is 12. Directors shall be selected in the following manner: (a) The elected Boards of the Town of Carrboro, the Town of Chapel Hill, the Town of Hillsborough, and Orange County shall each appoint one member. (b) The remaining members shall be appointed by a majority vote of the existing Board at a meeting called or designated for that purpose. These appointments shall be made at the Annual Meeting, and new members shall be seated at the meeting following the Annual Meeting. These appointments must assure that the provisions of Section 6.02 above are met with .respect to membership. Section 6.04. Qualifications of Directors. Each Director shall be a natural person at least 18 years of age. It is the intent of the corporation that the composition of the Board of Directors shall represent a diversity of technical skills to enable the Board of Directors to make informed, well-balanced decisions on the economic viability and social impact of its activities. These individuals might represent the financial institutions, realtors, builders, or other organizations active in service or advocacy for the Corporation's target populations. It is the intent of the Corporation that there shall be a socio-economic, racial, gender and geographic diversity among the Board of Directors. Section 6.05. Election and Term of Office. The thirteen (13) initial members of the Board of Directors named in the ArtiGes of Incorporation shall serve until their successors have been selected and seated at the Corporation's first annual meeting in September, 1990. At this annual meeting, the Directors shall be classified into three groups for the purpose of providing, as nearly as numerically possible, for the election of one-third of the Board of Directors in each subsequent year. Except as provided above for the terms of the initial directors and the terms of the first two classes of directors, the term of office of each director of the corporation shall be three (3) years and until his or her successor has been selected and seated. A director may serve two (2) consecutive terms and then may be reappointed after an absence of one year. Section 6.06. Vacancies and Removal. A vacancy in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation, or removal of any director; (ii) the deGaration by the Board of Directors of a vacancy in the office of a Director who has missed three (3) 2 consecutive meetings of the Board of Directors or a total of five (5) meetings of the Board of Directors during any one calendar year; (iii) an increase in the authorized number of Directors; or (iv) the failure of the Directors at any annual or other meeting of Directors at which any Director or Directors ace elected, to elect the full authorized number of Directors to be voted for at that meeting. All vacancies of Directors selected according to Section 6.03 (a) may be filled by vote of a majority of the Directors then in office, whether or not the majority is less than a quorum. Each Director so appointed shall hold office until his or her successor is appointed at an annual or other meeting of the Board. Vacancies of Directors selected according to Section 6.03 (b) shall filled by their appointed board as expeditiously as possible. Any Director may resign on giving written notice to the Chairperson of the appointed Board. If the resignation is effective at a future time, the successor may be selected to take office when the resignation becomes effective. No reduction of the authorized number of Directors shalt have the effect of removing any Director prior to the expiration of the Director's term of office. Section 6.07. Place of Meetinos: Meetinos by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of North Carolina that has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of North Carolina that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 6.07, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed present in person at such meeting. Section 6.08. Annual Meeting. The Board of Directors shall hold a regular meeting in September of each year, for the purpose of appointing directors and officers of the corporation, and for the transaction of other business. Notice of the annual meeting shall be given in the manner set forth in Section 6.09 of this Article 6. Should it be impossible to hold the annual meeting in September, the Annual Meeting shah be held as soon thereafter as possible. Section 6.09. Other Res~ular Meetinos. Other regular meetings of the Board of Directors shall be held at such times as are fixed by the Board of Directors. Written notice of the time and place of such regular meetings shall be delivered personally to each Director or communicated to each Director by telephone or first-class mail, with charges prepaid, addressed to the Director at the Director's address as it is shown upon the records of the corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least ten (10) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be so delivered at least seven (7) days prior to the time of the holding of the meeting. Such mailing or delivery, personally or by telephone or telegraph, shall be due, legal, and personal notice to such Director. 3 Section 6.10. Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairperson of the Board or any two Directors. Written notice of the time and place of special meetings shall be delivered personally to each Director or communicated to each Director by telephone or first-class mail, with charges prepaid, addressed to the Director at the Director's address as it is shown upon the records of the corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of Directors are regularly held. Incase such notice is mailed, it shall be deposited in the United States mail at least four (d) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone it shall be so delivered at least forty-eight (48) hours prior to the time of the holding of the meeting. Such mailing or delivery, personally or by telephone or telegraph, shall be due, legal, and personal notice to such Director. Section 6.11. Action at a Meeting: Quorum and Required Vote. Presence of a majority of the Directors then in office at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as otherwise provided in these Bylaws. Every act done or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by the ArtiGes of Incorporation, these Bylaws, or by law. Should one or more Directors be disqualified from a vote they shall not be counted in the number needed to approve an action of the Board. A meeting at which a quorum is initially present, including an adjoumed meeting, may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a disinterested majority of the required quorum for such meeting or such greater number as required by the ArtiGes of incorporation, these Bylaws or by law. Adoption or revocation of a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sate, lease, or exchange of all or substantially ail of the property and assets of the corporation requires the approval of two-thirds (92/3) of the authorized number of Directors of the corporation. Section 6.12. Adioumed Meeting and Notice. A majority of the Directors present, wfiether or not a quorum is present, may adjourn any meeting to another time and place. Good faith effort shall be made to provide notice of any adjournment to another time or place prior to the time of the adjoumed meeting to the Directors who were not present at the time of the adjournment. Section 6.13. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individual or collectively consent in writing to that specific action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. Section 6.14. Fees and Compensation. Directors and members of committees may receive such reasonable reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors. ARTICLE 7: COMMITTEES Section 7.01. Committees of Directors. The formation of a committee must be approved by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, designate one or 4 more committees, each of which shall consist of one or more Directors and may also inGude members who are not on the Board of Directors, to serve at the pleasure of the Board. The Board may designate one or more altemate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or altemate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. Any committee that includes voting members who are not on the Board of Directors may not be delegated the authority or power of the Board of Directors. Any committee whose voting members consist only of Directors, to the extent of the powers specifically delegated in the resolution of the Board of Directors or in these Bylaws, may have all or a portion of the authority of the Board of Directors, except that no committee, regardless of Board resolution, may: (a) Fill vacancies on the Board of Directors or in any committee that has the authority of the Board. (b) Amend or repeal the ArtiGes of Incorporation or Bylaws or adopt new Bylaws. (c) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable. (d) Appoint any other committees of the Board of Directors or the members of such committees. (e) Approve a plan of merger; conso{idation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially al{ of the property and assets of the corporation otherwise than in the usual and regular course of its business; or revoke any such plan. (f) Approve any transaction between the corporation and one or more of its Directors in which the Director or Directors have a material financial interest. (g) Bind the corporation in a contract or agreement without prior approval or designation by the Board of Directors of a maximum dollar amount. Section 7.02. Meetincs and Actions of Committees. Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these Bylaws, concerning meetings and action of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all altemate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of these Bylaws for the government of any committee. Section 7.03. Executive Committee. Pursuant to Section 7.01, the Board may appoint three (3) or more directors, one of whom shall be the Chairperson of the Board, to serve as the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation; but, the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 7.01. The Secretary of the Corporation shall send to each Director a summary report of the business conducted at any meeting of the Executive Committee. 5 ARTICLE 8: OFFICERS Section 8.01. Officers. The officers of the corporation shall consist of the Chairperson of the Board, Vice Chairperson of the Board, the Secretary, and the Treasurer, and each of them shall be appointed by the Board of Directors. The Chairperson, Vice Chairperson, Secretary, and Treasurer shall be Directors. The Board of Directors may appoint, and may empower the Chairperson of the Board to appoint, such other officers as the activities of the corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. All officers of the corporation shall hold office from the date appointed to the date of the next succeeding annual meeting of the Board of Directors, and until the successors to such officer are elected and qualified. All officers, including the President and Chief Executive Officer or other agent of the corporation, may, subject to any Gaim for breach of contract based on any contractual arrangements between any such person and the corporation, be removed at any time at the pleasure of the Board of Directors. Upon the removal, resignation, death, or incapacity of any officer, the Board of Directors, or its designee, may deGare such office vacant and fill such vacancy. Any officer may resign at any time by giving written notice to the Board of Directors or the Chairperson of the Board, without prejudice, however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any resignation shall take effect on the date of the receipt of such notice or at any later time specified in the resignation; and, unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective. Section 8.02. Duties of the Chairperson of the Board. The Chairperson of the Board shall, when present, preside at all meetings of the Board of Directors and Executive Committee and shat) perform all the duties commonly incident to that office. The Chairperson of the Board shall have authority to execute in the name of the corporation all band, contracts, deeds, leases, and other written instruments to be executed by the corporation and shall perform such other duties as the Board of Directors may from time to time determine. Section 8.03. Duties of the Vice Chairoerson of the Board. The Vice Chairperson of the Board shall possess the powers and discharge the duties of the Chairperson in the tatter's absence or disabi{ity. Section 8.04. Duties of the Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office and such other place as the Board of Directors may order, a book of minutes of actions taken at all meetings of Directors and committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of directors and of the committees of this corporation required by these Bylaws or by law to be given, shall keep the seal of the corporation (if any) in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. Section 8.05. Duties of the Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The Treasurer shalt 6 arrange for an annual audit of the corporation's financial accounts by an independent Certified Public Accountant. If required by the Board of Directors, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office and for restoration to the corporation of a0 its books, papers, vouchers, money and other property of every kind in the Treasurer's possession or under the Treasurer's control on the Treasurer's death, resignation, retirement, or removal from office. The corporation shall pay the cost of such bond. ARTICLE 9: STAFF Section 9.01. Authority to Hire Staff. The Board of Directors may hire a President and Chief Executive Officer who shall have such title as is determined by the Board. Section 9.02. Duties of the President and Chief Executive Officer. The President and Chief Executive Officer of the corporation shall manage the corporation in administering the conduct of its business. Where appropriate, the Board of Directors shall place the President and Chief Executive Officer under a contract of employment. The President and Chief Executive Officer shall be responsible to and governed by the Board of Directors, shall report to and advise the Board on all significant matters of the corporation's business, and shall see that all orders and resolution of the Board are varied into effect. The President and Chief Executive Officer shall be empowered to act, speak for or otherwise represent the corporation between meetings of the Board within the boundaries of the policies and purposes established by the Board and as set forth in the ArtiGes of Incorporation and Bylaws. The President and Chief Executive Officer shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the Board informed at ail times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. The President and Chief Executive Officer may be authorized by the Board of Directors to receive, deposit, disburse, and account for funds of the corporation in accordance with procedures adopted by the Board of Directors. The President and Chief Executive Officer may be authorized by the Board of Directors to execute in the name of the corporation specified bonds, contracts, deeds, leases, and other written instruments to be executed by the corporation, or to negotiate other specified material business transactions of the corporation. ARTICLE 10: STANDARD OF CARE Section 10.01. General. A Director shall perform the duties of a Director, inGuding duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of this corporation and with such care, inGuding reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, inGuding financial statement and other financial data, in each case prepared or presented by: (a) One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or 7 (c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such re{fiance to be unwarranted. Except as provided in Section 10.03, a person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director, inGuding without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated. Section 10.02. Loans. The corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer; provided, however, that this corporation may advance money to a Director or officer of this corporation or any subsidiary for expense reasonably anticipated to be incurred in performance of the duties of such officer or Director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. Section 10.03. Self-Dealin4 Transactions. Except as approved in Section 10.04 below, the Board shall not approve a self~ealing transaction. Aself-dealing transaction is one to which the corporation is a party and in which one or more of the Directors has a material financial interest or a transaction between this corporation and one or more of the Directors or between this corporation and any person in which one or more of its Directors has a material financial interest. Section 10.04. Approval. The Board of Directors may approve aself-dealing transaction if the Board determines that the transaction is in the best interests of, and is fair and reasonable to, this corporation and, after reasonable investigation under the circumstances, determines that this corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Directory's interest in the transaction, and by a vote of the majority of the Directors then in office provided that a quorum is present, without counting the vote of the interested Director or Directors. Section 10.05. Other Conflicts of Interest. Board members are expected to disqualify themselves from voting on any matter where there exists an ethical or material conflict of interest. Section 10.06. Indemnification. To the fullest extent permitted by law, this corporation shall indemnify its Directors, officers, employees, and agents, including persons formeriy occupying any such position, and the heirs, executors and administrators of such persons, against all .expenses (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit, or proceeding, including an action by or in the right of the corporation, by reason of the fact that the person is or was a Director, officer, employee or agent of this corporation. Such right of indemnification shaft not be deemed exclusive of any other rights to which such person may be entitled apart from this Section 10.06. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any action, suit, or proceeding shat{ be advanced by the Corporation before final disposition of the proceeding upon receipt by the Corporation of any undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. 8 The corporation shall have power to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by such persons in such capacity or arising out of the person's status as such. ARTICLE 11: EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF STOCKS AND MEMBERSHIPS HELD 6Y THE CORPORATION Section 11.01. Execution of Corporate Instruments. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents, and certificates of share of stock owned by the corporation, shalt be executed, signed, or endorsed by the Chairperson of the Board or Vice chairperson of the Board and by the Secretary or Treasurer. The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any specified corporate instrument or document, except when otherwise provided by law, and such execution or signature shall be binding upon the corporation. All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person or persons as the Board of Directors shall authorize to do so. Section 11.02. Votino of Stocks owned by the Corporation. All stock of other corporations or memberships in other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect to such stock or memberships shall be executed, by the person authorized to do so by resolution of the Board of Directors, or in the absence of such authorization, by the Chairperson of the Board, the Vice Chairperson of the Board, or by any other person authorized to do so by the Chairperson of the Board or the President. ARTICLE 12: ANNUAL REPORT TO DIRECTORS The corporation shall provide to the Directors no later than 90 days after the Gose of its fiscal year, a report containing the following information in appropriate detail: (a) The assets and liabilities, incuding the trust funds, of the corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the corporation both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. The report shall be accompanied by any pertinent report of independent accounts, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. 9 ARTICLE 13: MAINTENANCE AND INSPECTION OF CORPORATE RECORDS Section 13.01. Maintenance and Inspection of Articles and Bvlaws. The corporation shall keep at its principal office in this state, the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours. Section 13.02. Maintenance and Inspection of Other Corporate Records. The accounting books, records, and minutes of proceedings of the Soard of Directors and any committees of the Corporation shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the corporation shall tum over to his or her successor or the President and Chief Executive Officer, in good order, such corporate monies, books, records, minutes, lists, documents, contract or other property of the corporation as have been in the custody of such officer, employee, or agent during his or her term of office. Every director shaft have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. The inspection may be made in person or by an agent or attorney, and shall inGude the right to copy and make extracts of documents. ARTICLE 14: FISCAL YEAR The fiscal year of the corporation shall run from July 1 through June 30 of each year. ARTICLE 15: CONSTRUCTION AND DEFINITIONS Unless the context otherwise requires, the general provisions, rules of the construction, and definitions contained in the General Nonprofit Corporation Law of the State of North Carolina as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number incudes the plural and the plural number inGudes the singular, and the term "person" inGudes a corporation as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) the effect shah be given to the intent manifested by the portion deemed invalid or inoperative. ARTICLE 16: AMENDMENTS These Bylaws may be adopted, amended or repealed by vote of two thirds of the Directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions with explanations thereof, is given in accordance with these Bylaws. October Z0, 1993 10