BYLAWS OF KNOXVILLE’S COMMUNITY DEVELOPMENT CORPORATION
AS AMENDED AS OF JULY 1, 2006
Section 1. Name of the Corporation. The name of the corporation shall be Knoxville’s Community Development Corporation (Corporation).
Section 2. Seal of Corporation. The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of its organization.
Section 3. Offices of the Corporation. The offices of the Corporation shall be located at 901 Broadway, NE, Knoxville, Tennessee 37917; but the Corporation may change its offices or may hold its meetings at such other places as it may designate.
BOARD OF COMMISSIONERS
Section 1. Management and Control. The property, affairs, business and policies of the Corporation shall be under the management, control, and direction of the Board of Commissioners of the Corporation, herein sometimes called the “Board,” appointed, qualified and acting under the provisions of the Housing Authorities Law of Tennessee and amendments thereto.
Section 2. Delegation of Duties. The Board may delegate to one or more of its members, or to one or more of its officers or department heads of the Corporation such powers or duties as it may deem proper.
Section 3. Compensation and Expenses. A Commissioner shall receive no compensation for services, but shall be entitled to necessary expense including traveling expenses incurred in the discharge of the duties.
Section 1. Officers. The officers of the Corporation shall be a Chairman, a Vice Chairman, a Secretary (who shall also be the Executive Director), a Treasurer, and such other officers as the Board may deem necessary and whose duties shall be prescribed by the Board.
Section 2. Chairman. The Chairman shall preside at all meetings of the Board and shall submit such recommendations and information as the Chairman may consider proper concerning the property, affairs, business and policy of the Corporation. The Chairman shall sign the minutes of each board meeting and is empowered to sign or countersign all contracts, deeds, and other instruments authorized to be executed by or on behalf of the Corporation. The Chairman shall be a member of the Board and shall be elected annually by the Board.
Section 3. Vice Chairman. The Vice Chairman shall be vested with the powers and shall perform the duties of the Chairman in the absence or incapacity of the Chairman; and in case of resignation, death, or failure to act of the Chairman, the Vice Chairman shall be vested with such powers and shall perform such duties as are vested in and imposed upon the Chairman until such time as a new Chairman shall be selected, qualified and acts. The Vice Chairman shall be a member of the Board and shall be elected annually by the Board.
Section 4. Treasurer. The Treasurer shall have the care and custody of all funds of the corporation and shall deposit the same in the name of the Corporation in such bank or banks as the Board may select. The Treasurer shall keep regular books of account showing receipts and disbursements and all other records necessary and proper to reflect the financial transaction and condition of the corporation. The Treasurer shall submit to the Board the following financial reports which shall be identical to the reports required by the Department of Housing and Urban Development: (a) at least quarterly, a Statement of Operating Receipts and Expenditures for all programs; and (b) within 60 days after Fiscal Year End, the Annual Financial Reports for all programs. The Treasurer may delegate any part of the performance of these duties to either the Executive Director or the Finance and Administration Director as designated by the Board.
Section 5. Secretary. The Secretary of the Corporation shall also be the Executive Director of the Corporation. No member of the Board shall be eligible to occupy this position. The Secretary shall perform such duties as may be designated by the Board and in the absence of any specific designation of duties, the appointee shall act as Secretary of the meetings of the Board and shall record all votes and shall keep a record of the proceedings of the Board in the Minute Book of the Corporation kept for that purpose. The record of the proceedings of each meeting shall be signed by the Secretary. The Secretary shall have the power to attest, sign or countersign and to affix the seal of the Corporation to all contracts, deeds and other and instruments authorized to be executed by and on behalf of the Corporation. The Secretary shall keep the records of the Corporation and shall keep in safe custody the seal of the Corporation.
Section 6. Executive Director. The Executive Director shall be the Chief Executive Officer of the Corporation and shall also serve as Secretary of the Corporation. No member of the Board shall be eligible to occupy the position of Executive Director. The Executive Director shall have general supervision over all the business and affairs of the Corporation. The Executive Director is charged with the development, operation and management of all programs and activities of the Corporation. Subject to the provisions of a formally adopted procurement policy, the Executive Director shall have general supervision of all procurement. The Executive Director is empowered to sign or countersign all contracts, deeds, and other instruments authorized to be executed by or on behalf of the Corporation. The Executive Director is empowered to employ within budgetary limitations all administrative, technical, clerical and maintenance employees. The Executive Director is also empowered to terminate such employees. The employment of any employee who holds the position of a vice president or a position of comparable or higher level based upon the Corporation’s organizational management chart shall be subject to approval by the Board.
The Executive Director shall be appointed by the Board and in the absence of a definite term of office or of a contract of employment shall serve at the pleasure of the Board.
Section 7. Bonds. The Treasurer, the Secretary, and all employees of the Corporation who collect rent or who handle or are responsible for funds of the Corporation shall each furnish a fidelity bond in amounts and containing provisions that may be designated by and acceptable to the Board. The Board may also require a fidelity bond from any person vested with any power or charged with the performance of any duties on behalf of the Corporation.
Section 8. Election or Appointment. The Chairman, Vice Chairman and Treasurer shall be elected by and from the Board. The Secretary and any other officers provided in this Article III, Section 1 deemed necessary by the Board shall serve at the pleasure of the Board. The Chairman, Vice Chairman, Treasurer and Secretary shall be elected at the annual meeting for a term of one year or until the successors are elected, qualified and act. The Board shall determine the qualifications, duties and compensation of the Secretary/Executive Director.
Section 9. Vacancies. Any vacancy in the office of Chairman, Vice Chairman or Treasurer shall be filled by the Board from its membership for the unexpired term. In the event of a vacancy in the office of Secretary/Executive Director, the Board shall designate someone to act in this capacity until a Secretary/Executive Director has been employed.
Section 1. Employment and Compensation. The Corporation may employ such counsel, technical experts, officers, agents and employees, permanent and temporary as it may deem proper and shall determine their qualifications, duties, compensations, terms and conditions of employment. Within budget limitations, the Executive Director is empowered to employ and discharge all administrative, technical, clerical and maintenance employees. All employment of any employee who holds the position of a vice president or a position of comparable or higher level based upon the Corporation’s organizational management chart shall be subject to approval by the Board. The Secretary/Executive Director shall be employed by the Board.
Section 1. Deposits and Withdrawals. All monies, funds and receipts of the Corporation shall be deposited immediately in such bank or banks as the Board may from time to time designate.
Withdrawals and payment of money on the General Fund Account, the Unlimited Revolving Fund and the Housing Assistance Payments Accounts shall be by order or check signed as follows:
A. All checks require two signatures. Signatures must be that of two separate persons.
B. All checks shall be signed by the Chairman or his designee and the Executive Director or his designee.
C. In lieu of manual signatures, the check-writing machine with facsimile signatures of the above designated persons may be used.
Section 1. Place. Meetings of the Board shall be held at the office of the Corporation or at such other place or places as may be designated by formal action of the Board.
Section 2. Notice of Meetings. At least two (2) full days prior to the date of any annual, regular or special meeting, a formal notice of said meeting, together with an agenda for such meeting, shall be delivered to each Board member of the Corporation or be sent by electronic mail, or such notice and agenda may be mailed at least five (5) full days prior to the date of any such meeting to the business or home address of each Board member of the Corporation. Such notice shall comply in all respects to all relevant provisions of the “Tennessee Open Meetings Act,” as amended. Such notice and agenda shall also be posted on the Corporation’s website.
Section 3. Annual Meeting. The annual meeting of the Board shall be held on the last Thursday of May of each year immediately preceding the regular meeting at the office of the Corporation or at such other time or place as may be designated by formal action of the Board.
Section 4. Regular Meetings. The regular monthly meeting of the Board shall be held on the last Thursday of each month at the office of the Corporation or at such other time or place as may be designated by formal action of the Board.
Section 5. Special Meetings. The Chairman or Vice Chairman of the Corporation may, when it is deemed expedient, and shall upon written request of two Commissioners or upon the written request of the Executive Director, call a special meeting of the Corporation for the purpose of transacting the business designated in the call. At such meeting, only such business designated in the call may be transacted.
Section 6. Quorum. At each annual, regular or special meeting of the Corporation, a majority of the Commissioners then qualified to act shall constitute a quorum of the Corporation for the purpose of conducting its business and exercising the powers and for all other purposes provided that any number may meet and adjourn or recess to some other time or until a quorum is obtained.
Section 7. Voting. Upon determination by the Chairman that the required quorum of the Board is present, a majority vote of the Board members present shall be necessary to pass any resolution or take any official action. The Chairman shall be a voting member of the Board for all purposes. The voting on all questions coming before the Board shall be by voice vote. If a roll call vote is requested by any Board member, the ayes and nays shall be entered upon the minutes of the meeting.
Section 8. Order of Business. The order of business at each annual meeting shall be:
1. Call to order
2. Election of officers
The order of business at each regular meeting shall be:
1. Call to order
2. Reading and approval of all unapproved minutes
3. Motions to add, delete or postpone agenda items
4. Reports of officers and special presentations
5. New business
6. Unfinished business
7. Public Forum
The order of business at each special meeting shall be:
1. Call to order
2. Transaction of business designated in notice of meeting
The regular order of business may be dispensed with upon consent of all Board members present. An item may only be added, deleted or postponed from an agenda with the approval of two-thirds of the qualified Commissioners of the Board, provided that no items may be added to the agenda of a special meeting.
Section 9. Resolutions. A resolution adopted at any regular meeting shall be in writing and shall be entered in the minute book of the Corporation and the action of the Board thereon shall be shown in the body of the minute book. All actions taken at a special meeting shall be entered in the appendix of the minute book.
Section 10. Meeting Policies. The Board may adopt such policies regarding the procedures and conduct for the Board’s meetings as the Board deems appropriate, including, without limitation, policies establishing time limitations and procedures regarding Board discussion and public comment.
Section 1. Purchasing Procedure. The Executive Director, or designee, shall make purchases of materials, supplies and equipment in accordance with the provisions of the formally adopted procurement policy of the Corporation.
Section 1. Amendments to Bylaws. The Bylaws of the Corporation may be amended at any regular meeting by the vote of at least a majority of the qualified Commissioners of the Board.
Section 1. Repeal of Existing Bylaws. All Bylaws and amendments thereto heretofore adopted and in force and effect are repealed as of the effective date of these Bylaws in Toto and shall be in no force and effect from and after said date; provided, however, the repeal of prior Bylaws and amendments thereto shall in no wise affect the validity, legality and enforceability of any of the acts and proceedings taken under prior Bylaws and amendments thereto when in force and effect.