Oregon Hill Home Improvement Council

BYLAWS OF OREGON HILL HOME IMPROVEMENT COUNCIL, INCORPORATED (OHHIC)

INDEX

ARTICLE I

THE ORGANIZATION

Section 1 … Name of Organization
Section 2 … Area of Operation

ARTICLE II

PURPOSE

Section 1 … Purpose of the Council

ARTICLE III

MEMBERS

Section 1 … Classes, Qualifications and Rights
Section 2 … Meetings Generally
Section 3 … Annual Assemblies
Section 4 … Special Assemblies
Section 5 … Notice
Section 6 … Waiver of Notice
Section 7 … Action Without Assembly
Section 8 … Determination of Members of Record
Section 9 … Conduct of Assemblies
Section 10 … Procedure at Assemblies
Section 11 … Quorum and Voting
Section 12 … Adjournments

ARTICLE IV

BOARD OF DIRECTORS

Section 1 … General Powers
Section 2 … Number, Qualification and Vacancies
Section 3 … Staggered Terms of Directors
Section 4 … Regular and Annual Meetings
Section 5 … Special Meetings
Section 6 … Notice
Section 7 … Waiver of Notice
Section 8 … Action Without Meeting
Section 9 … Conduct of Meetings
Section 10 … Manner of Voting
Section 11 … Procedure at Meetings
Section 12 … Participation by Conference Telephone
Section 13 … Quorum
Section 14 … Committees
Section 15 … Resignation
Section 16 … Removal

ARTICLE V

OFFICERS

Section 1 … Generally
Section 2 … President
Section 3 … Vice President
Section 4 … Secretary
Section 5 … Treasurer
Section 6 … Other Officers
Section 7 … Executive Committee
Section 8 … Delegation of Power
Section 9 … Resignation
Section 10 … Removal

ARTICLE VI

AMENDMENTS

Memorandum of Understanding for OHNA and OHHIC

ARTICLES OF INCORPORATION OF THE OREGON HILL HOME IMPROVEMENT COUNCIL, INCORPORATED

INDEX

ARTICLE I

NAME

ARTICLE II

MEMBERS

ARTICLE III

DIRECTORS

Section 1 … Number and Qualification
Section 2 … Staggered Terms of Directors

ARTICLE IV

PURPOSES

Section 1 … Purposes
Section 2 … No Private Inurement
Section 3 … Prohibited Activities
Section 4 … Dissolution

ARTICLE V

INDEMNIFICATION AND ELIMINATION OF LIABILITY

Section 1 … Indemnification of Directors and Officers
Section 2 … Indemnification Not Permitted
Section 3 … Effect of Judgement or Conviction
Section 4 … Determination and Authorization

Section 6 … Indemnification of Employees and Agents
Section 7 … Elimination of Limitation of Liability of Directors and Officers
Section 8 … Liability of Directors and Officers Not Eliminated
Section 9 … Definitions
Section 10 … Provisions Not Exclusive

ARTICLE VI

AMENDMENTS

BYLAWS OF OREGON HILL HOME IMPROVEMENT COUNCIL, INCORPORATED (OHHIC)

ARTICLE I

THE ORGANIZATION

Section 1

Name of Organization
The name of this organization shall be the Oregon Hill Home Improvement Council, Incorporated, hereafter identified as the Council.

Section 2

Area of Operation
The area of operation of the Council shall correspond to the geographic area bounded by: Cary Street on the north, Riverside Park on the south, Belvidere Street on the east and Linden Street and Hollywood Cemetery on the west, hereafter identified as the Neighborhood.

ARTICLE II

PURPOSE

Section 1

Purpose of the Council
The general purpose of the Council is to provide, directly or indirectly and either alone or in company with others, home improvement services for low-income Neighborhood residents regardless of race, creed, color, sex, national origin or handicapping condition.

The purposes of the Council include: promoting historic preservation of the Oregon Hill Neighborhood, providing assistance to low-income persons or families in repairing, maintaining or remodeling their homes and dwellings when the same are found to be substandard or in need of repairs. These purposes may be accomplished by providing the services of craftsmen and builders, providing materials at reduced cost whenever possible, and by providing financial counseling and assistance in the pursuance of home repair or maintenance.

Other functions of the Council shall be the following:

To develop, finance or promote the development of new or rehabilitated housing and other real estate projects related to community improvement and associated public or private improvements or projects.

To seek or provide, when possible, technical assistance to groups in planning, designing, financing, processing or managing new or rehabilitated housing.

To acquire and dispose of real property improved and/or unimproved, for development and/or rehabilitation of housing or other community purposes.

To encourage other persons and entities to undertake related activities in the Neighborhood.

To encourage use of historic easements in the Neighborhood.

To support voter education and voter registration in the Neighborhood.

To promote energy efficiency and environmental ‘green’ building techniques and materials.

To maintain and keep the Jacob House as a historical, educational, neighborhood resource.

For the accomplishment of the aforesaid purposes and furtherance thereof, the Council shall have and may exercise any and all of the powers conferred upon non-stock corporations formed under laws of the Commonwealth of Virginia.

This includes the right to receive and administer monies donated or received by grants or otherwise to be used to accomplish the purpose set forth herein.

This council does not and shall not afford pecuniary gain, incidentally or otherwise, to its Directors. No part of the net earnings or the income of this corporation shall inure to the benefit of any Director of this corporation.

ARTICLE III

MEMBERS

Section 1

Classes, Qualifications and Rights
The Council shall have one class of members, hereafter identified as the Membership, with the following qualifications and rights:

Membership in the Council is open to all adults who occupy a residence that is within the neighborhood. Occupants of a residence in the Neighborhood must be able to prove their legal residence in the Neighborhood by presenting a copy of DMV identification, utility bill or other such proof.

The Membership shall elect the members of the Board of Directors. Each member of the Membership shall be entitled to one yea vote for as many persons as there are Directors to be elected at that time, and nea votes for those additional. All persons affirmed must have a majority of yea votes to be elected. Each member shall be entitled to one vote on each matter on which members of Virginia non-stock corporations with voting rights are entitled to vote. Members are allowed to vote for each candidate only once in any ballot. In the event of a tie vote between candidates, Members will vote again in a run-off election to determine the winner.

Members are allowed to attend all Board meetings and review all meeting minutes and financial statements in accordance with state law.

Section 2

Assemblies Generally
Assemblies of the Membership shall be held at the registered office or the principal office of the Council or at such other place, within or without the Commonwealth of Virginia, as the Board of Directors may designate from time to time. At least twenty days but not more than sixty days prior to meetings of the membership, membership forms shall be distributed to residences in the neighborhood. Those residents who wish to vote at the membership meeting will be required to return the completed form to the OHHIC office at least twelve days prior to the meeting in order to be included on the membership list. Membership registrations will be accepted at any time through the year. At least ten days before each meeting, the Officer or agent having charge of the record of members of the Council shall prepare a complete list of the Membership, together with the address of each. Persons whose names are placed on the Membership List will remain on the list for two consecutive annual meetings from the date they last voted at an annual membership meeting. The list shall be arranged by class of members and shall specify the voting rights of each class. For a period of ten days prior to the meeting, the list of members shall be kept on file at the registered office or the principal office of the Council and shall be subject to inspection by any member at any time during usual business hours. Such list shall also by produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.

Section 3

Annual Assemblies
An annual assembly of the Membership shall be held on the third Sunday of May of each year (and if such day is a legal holiday weekend day, on the following weekend) for the purpose of electing Directors and transacting such other business as may properly come before the meeting. The failure to hold an annual assembly does not affect the validity of any corporate action, but the annual meeting shall be held as soon as possible.

Section 4

Special Meetings.
A special assembly of the Membership shall be held on the call of the President, the Secretary or the Board of Directors or on the written demand, delivered to the Secretary, of at least twenty percent of the Membership entitled to vote as provided in Section 1 of this Article III.

Section 5

Notice
Written notice of the date, time and place of the assembly and, in case of a special assembly (or if required by law, the Articles of Incorporation or these bylaws), the purpose or purposes for which the assembly is called shall be given to each member entitled to vote at the assembly. Such notice shall be given either by personal delivery to the residences of the Membership as listed in the Council’s records or by mail, by or at the direction of the Officer or persons calling the assembly, not less than ten days before the date of the assembly (except that such notice shall be given to each member, whether or not entitled to vote, not less than 25 days before an assembly called to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale, lease, exchange, mortgage or other disposition other than in the usual and regular course of business, or the dissolution of the Council, which notice shall be accompanied by a copy of the proposed amendment, plan of merger, agreement of sale or plan of dissolution, as the case may be). Notice to a member shall be deemed given when posted at a member’s residence or when mailed postage prepaid, correctly addressed, to the member at his address as shown in the current record of member of the Council.

In addition, notice by good faith delivery to residents throughout the area of operation shall be required.

A member’s attendance at an assembly waives objection to: (i) lack of notice or defective notice of the assembly, unless at the beginning of the assembly he objects to holding the assembly or transacting business at the assembly; and (ii) consideration of a particular matter at the assembly that is not within the purpose or purposes described in the notice of the assembly, unless he objects to considering the matter when it is presented.

Section 6

Waiver of Notice
Notice of any assembly may be waived before or after the date and time of the assembly in writing signed by the member entitled to notice and delivered to the Secretary for inclusion in the minutes of the assembly or filing with the corporate records.

Section 7

Action Without Meeting
Any action required or permitted by law to be taken at a membership assembly may be taken without an assembly if the action is taken by all of the Membership entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the Membership entitled to vote thereon and delivered to the Secretary for inclusion in the minutes or filing with the corporate records.

Section 8

Determination of Members of Record
The Membership records may be closed by order of the Board of Directors for not more than 70 days for the purpose of determining members entitled to notice of or to vote at any assembly of the Membership or any adjournment thereof (or to make a determination of members for any other purpose). In lieu of closing such records, the Board of Directors may fix in advance as the record date for any such determination a date not more than 70 days before the date on which such assembly is to be held (or other action requiring such determination is to be taken). If the records are not thus closed or the record date is not thus fixed, the record date shall be the close of business on the day before the effective date of the notice to members. Members who do not attend two consecutive annual assemblies will be purged from the membership list.

Section 9

Conduct of Assemblies
The President, or in his absence a Vice President, if any, shall act as chairman of and preside over assemblies of the Membership. In the absence of such Officers, the assembly shall elect a chairman. The Secretary, or in his absence the Assistant Secretary, shall act as the secretary of such assemblies. If no such Officer is present, the chairman shall appoint a secretary of the assembly.

Section 10

Procedure at Meetings
Assemblies will be conducted by a Board appointed chairperson, according to these Bylaws and, where they do not conflict, Robert’s Rules of Order (1915 version).
(Note: http://www.robertsrules.org/ )

Section 11

Quorum and Voting
A quorum of any assembly of the Membership shall be at least fifteen Members represented in person. If a quorum exists, action on a matter is approved by a majority of the votes cast, unless a greater vote is required by law or the Articles of Incorporation (except that in elections of Directors voting will be by yeas and neas with each member casting yea votes for the number of vacant seats on the Board of Directors).

Section 12

Adjournments
A majority of the members, represented in person or by proxy at an assembly, even though less than a quorum, may adjourn the meeting to a fixed time and place. If an assembly of the Membership is adjourned to a date more than 120 days after the date fixed for the original assembly, notice of the adjourned assembly shall be given as in the case of the original assembly. If an assembly is adjourned for less than 120 days, no notice of the date, time or place of the adjourned assembly or, in the case of a special assembly, the purpose or purposes for which the assembly is called, need be given other than by announcement at the assembly at which the adjourn is taken, prior to such adjournment and by good faith delivery of flyers to residences throughout the area of operation. If a quorum shall be present at any adjourned assembly, any business may be transacted which might have been transacted if a quorum had been present at the assembly as originally called.

Section 13

Dissolution
The organization shall be dissolved by a 3/4 vote of the Membership at an assembly called specifically for that purpose with prior notification of Membership, as described by (current) Article III, Section 5 of the Bylaws, with a minimum of 25 members present.

ARTICLE IV

BOARD OF DIRECTORS

Section 1

General Powers
Except as expressly provided in the Articles of Incorporation or these bylaws, all corporate powers of the Council shall be exercised by or under the authority of, and the property, business and affairs of the Council managed under the direction of, the Board of Directors.

Section 2

Number, Qualification and Vacancies
The Board of Directors shall consist of a minimum of twelve (12) and a maximum of fifteen (15) individuals, the exact number to be determined by resolution of the Board of Directors. If the number of Directors on the Board falls below twelve the Board of Directors may still appoint new Board members. Board Directors shall be elected by the Membership at each Annual Assembly and may also be elected at a Special Assembly called by the Membership for that purpose. Two-thirds of the members of the Board of Directors shall have maintained their residence within the Neighborhood boundaries for a minimum of one year prior to their election. Vacancies on the Board of Directors occurring between annual meetings of the Membership due to resignation, removal or death shall be filled by the Board of Directors. Appointees shall serve until the next annual meeting at which time the members shall fill the remainder of the term of the vacant seat.

Nomination for election to the Board of Directors shall be by application from candidates or by nomination from the floor during the annual meeting of the Membership in May. Elections for Directors shall be by yea or nay votes on a secret ballot.

Section 3

Staggered Terms of Directors
The Board of Directors shall be divided into three groups as nearly equal in number as possible. Those Directors whose terms expire in the same year shall constitute a group. The terms of the groups shall be staggered such that no group’s term expires in the same year as any other group. The Directors shall serve three-year terms with the Directors of each group being elected every third year. Each Director shall be limited to two consecutive three-year terms and shall then stand down for at least one year before being eligible for reelection to the Board of Directors.

When the number of Directors is changed, any newly created Directorships or any decrease in Directorships shall be apportioned among the groups by the Board of Directors as to make all groups as nearly equal in number as possible. The method of electing persons to the Board of Directors shall only be changed or amended by the affirmative vote of two-thirds of the Membership, and only at the annual meeting of the Membership.

Section 4

Regular and Annual Meetings
Regular meetings of the Board of Directors shall be held at a regular time and place to be determined by the board and announced to the neighborhood. The meeting of the Board of Directors in December shall be designated the annual meeting of the Board of Directors. The annual meeting shall be held for the purpose of electing Officers and transacting such other business as may properly come before the meeting.

Section 5

Special Meetings
Special meetings of the Board of Directors may be called at any time by the President, the Secretary, a majority of the members of the Board of Directors or upon the written request of twenty percent of the Membership.

Section 6

Notice
Written notice of the date, time and place of the special meetings shall be given to each Director either by personal delivery, by mail or by notice verbally in person or by telephone, by or at the direction of the Officer or Director calling the meeting, to the address of such Director as it appears in the records of the Council not less than seven days nor more than sixty days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or in any waiver of notice of such meeting.

A Director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to the action taken at the meeting.

Section 7

Waiver of Notice
Notice of any meeting may be waived before or after the date and time of the meeting in writing signed by the Director entitled to notice and delivered to the Secretary of the Council for inclusion in the minutes of the meeting or filing with the corporate records.

Section 8

Action Without Meeting
Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all of the members of the Board of Directors. The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.

Section 9

Conduct of Meetings
The President, or in his absence, a Vice President, if any shall act as chairman of and preside over meetings of the Board of Directors. If no such Officer is present, the members present at the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as secretary of such meetings. If no such Officer is present, the chairman shall appoint a secretary of the meeting. All meetings shall be open to the public unless closed by a majority of the Board of Directors to discuss personnel or financial matters of a private nature.

Section 10

Manner of Voting
The voting on all questions coming before the Board shall be based on a show of hands vote of the majority of the Directors in attendance, and the Secretary shall record the resolution and the ayes and nays in the minutes for each vote.

Section 11

Procedure at Meetings
The procedure at meetings of the Board of Directors shall be determined by the chairman, and the vote on all matters before any meeting shall be taken in such manner as the chairman may prescribe.

Section 12

Participation by Conference Telephone
The Board of Directors may permit any or all Directors to participate in a meeting of the Directors by, or conduct the meeting through the use of, conference telephone or any other means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting. When a meeting is so conducted, a written record shall be made of the action taken at such meeting.

Section 13

Quorum
A quorum at any meeting of the Board of Directors shall be a fifty percent of the number of the Directors fixed or prescribed by these bylaws or, if no number is prescribed, the number of Directors in office immediately before the meeting begins. The affirmative vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 14

Committees
The Board of Directors may create one or more committees, which shall include the Executive Committee (referenced in Section 7 of Article V below), and appoint three or more members of the Board of Directors to serve on them at the pleasure of the Board of Directors. Any such committee, to the extent specified by the Board of Directors, may exercise the authority that may be exercised by the Board of Directors except to the extent prohibited or restricted by law, the Articles of Incorporation or these bylaws.

The provisions of Sections 4 through 13 of this Article, which provide for, among other things, meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well.

Section 15

Resignation
A Director may resign at any time by delivering written notice to the Board of Directors, its chairman, the President or the Secretary. A resignation shall be effective when delivered, unless the notice specifies a later effective date.

Section 16

Removal
At a meeting of the Board of Directors called and noticed expressly for that purpose, any Director may be removed, with cause, if the number of votes cast to remove him constitutes a two-thirds of the total Directors then on the Board of Directors. Such Director shall be automatically removed and his office shall become immediately vacant. Any Director may be removed by a majority vote of the Board of Directors if he or she misses six (6) consecutive meetings.

ARTICLE V

OFFICERS

Section 1

Generally
The Officers of the Council shall be a President, two Vice Presidents, a Secretary and a Treasurer. The Officers shall be appointed by the Board of Directors at the annual meeting of the Directors and shall hold office until the next annual meeting and until their successors are appointed or, if a vacancy shall exist in any such office, at a special meeting of the Directors held as soon as may be practicable after the resignation, death or removal of the Officer theretofore holding the same. The Board of Directors or the President may also at any time appoint one or more Vice Presidents or other Officers and assistant Officers and fill any vacancy that may exist in any such office as a result of the resignation, death or removal of the Officer holding the same. No Officer may hold more than one office concurrently. Each Officer shall have the authority and perform the duties which pertain to the office held by him, or as set forth in these bylaws or, to the extent consistent with these bylaws, such duties as may be prescribed by the Board of Directors or the President.

Section 2

President
The President shall live within the Neighborhood boundaries. The President shall be the chief executive Officer of the Council. The President shall have general supervision over, responsibility for and control of the other Officers, agents and employees of the Council. The President shall act as chairman of and preside over meetings of the Membership and the Board of Directors and shall perform, to the extent consistent with these bylaws, such duties as may be conferred upon him by the Board of Directors. The President shall sign all instruments of the Board of Directors and the Council; prepare the agenda in consultation with the Executive Director for all Board of Directors and the Council meetings; submit such recommendations and information, as necessary, to the Board of Directors and the Council concerning the business affairs and policies of the Council; serve as primary representative of the Board of Directors and the Council and appoint such special committees as deemed necessary for the efficient operation of the Board of Directors and the Council.

Section 3

Vice Presidents
Each Vice President shall perform, to the extent consistent with these bylaws, such duties as may be prescribed by the Board of Directors or the President. In the event of and during the absence, disqualification or inability to act of the President, the Vice Presidents, in the order designated by the Board of Directors from time to time (and if no such designation is made, in the order of their appointment as Vice Presidents), shall have the authority and perform the duties of the President.

Section 4

Secretary
The Secretary shall have the responsibility for preparing and maintaining custody of minutes of meetings of the Directors in a book or books kept for that purpose and the responsibility for authenticating records of the Council. The Secretary shall maintain a record of Directors of the Council, giving the names and addresses of all Directors.

Section 5

Treasurer
The Treasurer shall be the chief financial Officer of the Council and shall present financial reports and an annual budget to the Board of Directors for presentation at the annual meeting of the Membership. The Treasurer shall have the custody of all moneys and securities of the Council and shall deposit the same in the name and to the credit of the Council in such depositories as may be designated by the Board of Directors and, unless otherwise prescribed by the Board of Directors or the President, shall maintain the books of account and financial records.

Section 6

Other Officers
The Board of Directors may but shall not be required to appoint such other Officers as the Board of Directors deems necessary or desirable to further the purposes of the Council. Any such Officers appointed by the Board of Directors shall have such authority and perform such duties as the Board may from time to time direct.

Section 7

Executive Committee
The Officers of the Council shall compose the Executive Committee. The Executive Committee shall be responsible for providing the Board of Directors and the Council with information concerning planning programs and other programs and activities, both ongoing and proposed, in the Neighborhood. Two Executive Committee members shall be signatories to all legal instruments of the Council except for checks, whose signatories shall be set by resolution of the Board of Directors.

Section 8

Delegation of Power
In the event of and during the absence, disqualification or inability to act of any Officer other than the President, such other Officers or employees as may be designated by the Board of Directors or by the President shall have the authority and perform the duties of such Officer.

Section 9

Resignation
An Officer may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary. A resignation shall be effective when delivered unless the notice specifies a later effective date.

Section 10

Removal
Any Officer may be removed, with or without cause, at any time by the Board of Directors and any Officer or assistant Officer, if appointed by another Officer, may likewise be removed by such Officer.

ARTICLE VI

AMENDMENTS

These bylaws may be amended, altered or repealed only by vote of two-thirds of the Membership at an Assembly called for the purpose of voting on amending, altering or repealing the bylaws of the Council, provided that prior notice, as described by (current) Article III, Section 5 of the Bylaws, shall be given of such meeting and shall include notice that an amendment to these bylaws will be considered at such meeting and a fair summary of such amendment to be acted upon. The only exceptions are that 3/4 vote of the Membership present, with a minimum of 25 members present, with prior notice as described by (current) Article III, Section 5 of the Bylaws, is required for dissolving the corporation, and, or, the sale or mortgage of the Jacob House, subject to any and all deed restrictions.

A typed, fully up-to-date copy of these bylaws shall be kept at all times at the OHHIC office and will be available to Membership upon request. In addition, they will be posted on the OHHIC website.

ADOPTED: February 2, 1993
(Date)

REVISED: April 4, 1995
(Date)

REVISED: April 2, 1996
(Date)

REVISED: June 15, 1999 (change board # to 12)

REVISED: August 13, 2006

Memorandum of Understanding for OHNA and OHHIC

Oregon Hill Neighborhood Association (OHNA) is a nonprofit neighborhood civic association. Its mission is to organize residents of Oregon Hill, represent their interests, and improve the neighborhood. Its a volunteer organization.

Oregon Hill Home Improvement Council (OHHIC) is a 501c3 nonprofit, community development corporation. Based in the Jacob House, its mission is to provide mixed-income, sustainable, historically sensitive housing and home improvement for Richmond neighborhoods. It utilizes full and part-time staff as well as volunteers.

While OHNA and OHHIC are both based in Oregon Hill, their missions and operations are different. In the past this has been the source of some confusion and controversy. This memoranda attempts to address this.

1. While OHNA officers may serve on OHHIC’s Board of Directors, there is no special status or guarantee of office granted to those who do so. It is imperative that both organizations maintain their own regular, democratic elections for representation. Because OHNA and a certain number of OHHIC’s Board of Directors must be elected from a relatively small group of Oregon Hill residents, both organizations must maintain open lines of communication and recruitment. It should be understood that OHHIC’s Board of Directors receives more scrutiny as the organization’s service area changes. To avoid public confusion, the OHNA President should not be President of OHHIC’s Board, and vice versa.

2. Because of potentially overlapping missions, both organizations must be circumspect in regard to their literature. OHNA’s website and newsletter should focus on neighborhood news about parks, trees, crime watch, streets and traffic, neighborhood businesses, city/neighborhood politics, gardening tips, emergency preparedness.

OHHIC’s website and newsletter should focus on housing issues, home improvement, construction and maintenance techniques and tips, activities and information regarding the Jacob House, neighborhood, city, and national news non-specific to Oregon Hill, neighborhood organizing non-specific to Oregon Hill.

One topic that both organizations should feel free to draw upon is the rich and shared history of Oregon Hill. Coordination of this is encouraged.

Both organizations should take steps to delineate their missions and direct readers to appropriate literature. Coordination of headlines and stories to avoid overlap should be encouraged. The organizations should avoid partisan commenting on each other’s policies and elections, but nonpartisan reminders of each other’s meetings and elections should be encouraged.

3. OHNA and OHHIC should avoid competing for the same resources. Grants, donations, advertising for newsletters, and fundraising in general should be specific to missions. Both organizations draw upon many of the same volunteers and they should not be put in a position of conflict because of this. OHNA needs to be sensitive to the more pressing financial responsibilities and obligations of OHHIC’s daily operation.

4. In terms of representing the interests of the neighborhood, OHNA is the ‘public face’ of Oregon Hill. While OHHIC, with its housing mission, has its own public role to play. These roles must be coordinated, with open lines of communication.

5. The Jacob House is considered a neighborhood resource. While OHHIC holds title, its ties to the neighborhood must be protected and celebrated by both organizations.

6. The memorandum will be reviewed and updated periodically by both organizations.

ARTICLES OF INCORPORATION OF THE OREGON HILL HOME IMPROVEMENT COUNCIL, INCORPORATED

ARTICLE I

NAME

The name of the corporation is: Oregon Hill Home Improvement Council, Incorporated.

ARTICLE II

MEMBERS

The corporation shall have one or more classes of members. The designation of such class or classes of members, qualifications of the members in each class and the rights, voting or otherwise, of the members in each class shall be set forth in the bylaws of the corporation. The members shall elect the Board of Directors at each annual assembly of the members and may elect Directors at any special assembly of the members.

ARTICLE III

DIRECTORS

Section 1

Number and Qualification
The Board of Directors shall consist of a minimum of twelve (12) and a maximum of fifteen (15) individuals, the exact number to be determined by resolution of the Board of Directors. Two-thirds of the members of the Board of Directors shall have maintained their residence within the boundaries of the Oregon Hill Neighborhood, hereafter identified as the Neighborhood, for a minimum of one year prior to their election.

Section 2

The method of electing persons to the Board of Directors shall only be changed or amended by the affirmative vote of two-thirds of the members, and only at the annual assembly of the members.

ARTICLE IV

PURPOSES

Section 1

Purposes
The Corporation is organized exclusively for religious, charitable, scientific and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding future Internal Revenue law of the United States), and the Regulations issued thereunder, hereafter identified as the Code and Regulations, such purposes include but are not limited to the following:

The general purpose of the corporation is to provide directly or indirectly and either alone or in company with others, home improvement services for low-income residents of the Neighborhood, regardless of race, creed, color, sex, national origin, or handicapping condition;

Such purposes of the corporation include promoting historic preservation of the Neighborhoods within the boundaries of the City of Richmond, providing assistance to low-income persons or families in repairing, maintaining, or remodeling their homes and dwellings when the same are found to be sub-standard or in need of repairs. The purposes may be accomplished by providing materials at reduced cost whenever possible, and by providing financial counseling and assistance in the pursuance of home repair or maintenance.

Other purposes of the Corporation shall include the following:

1. To develop, finance, or promote the development of new or rehabilitated housing and other real estate projects related to community improvement and associated public or private improvements or projects;

2. To seek or provide, when possible, technical assistance to groups in planning, designing, financing, processing, or managing new or rehabilitated housing;

3. To acquire and dispose of real property, improved and/or unimproved, for development and/or rehabilitation of housing or other community purposes;

4. To promote energy efficiency and environmental ‘green’ building techniques and materials.

5. To encourage other persons and entities to undertake related activities in the Neighborhood; and

6. To encourage use of historic easements in the Neighborhood.

7. To maintain and keep the Jacob House as a historical, educational, neighborhood resource.

Section 2

No Private Inurement
No part of the assets or net earnings of the corporation shall inure to the benefit of, or be distributable to, any Director or Officers of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes and benefits may be conferred that are in conformity with said purposes), and no Director of Officers of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publication of distribution of statements) any political campaign on behalf of any candidate for public office.

Section 3

Prohibited Activities
Notwithstanding any other provision of the Articles, the corporation shall not conduct or carry on any activity not permitted to be conducted or carried on by an organization exempt from federal income tax under sections 501(a) and 501(c)(3) of the Code and Regulations or by an organization contributions to which are deductible under Sections 170 (c)(2), 2055 (a)(2) or (3) and 2522 (a) (2) or (3) of the Code and Regulations.

Section 4

Dissolution
Upon dissolution of the corporation, the Board of Directors shall, using assets of the corporation, make provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation by transferring the same to such other organization or other organizations organized and operated exclusively for religious, charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Code and Regulation, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed or pursuant to order of any court of record with general equity jurisdiction in the city or county of the Commonwealth of Virginia where the registered office of the corporation is then located, exclusively for such purposes or to such organization or organizations which are organized or operated exclusively for such purposes as such court shall determine.

ARTICLE V

INDEMNIFICATION AND ELIMINATION OF LIABILITY

Section 1

Indemnification of Directors and Officers
Except as provided in Section 2 of the Article, the corporation shall indemnify every individual made a party to a proceeding because he is or was a Director or Officers against liability incurred in the proceeding if: (i) he conducted himself in good faith; (ii) he believed, in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and in all other cases, that his conduct was at least not opposed to its best interests (or in the case of conduct with respect to an employee benefit plan, that his conduct was for a purpose he believed to be in the interests of the participants of and beneficiaries of the plan); and (iii) he had no reasonable cause to believe, in the case of any criminal proceeding, that his conduct was unlawful.

Section 2

Indemnification Not Permitted
The corporation shall not indemnify any individual against his willful misconduct or a knowing violation of the criminal law or against any liability incurred by him in any proceeding charging improper personal benefit to him, whether or not by or in the right of the corporation or involving action in this official capacity, in this official capacity, in which he was adjudged liable by a court or competent jurisdiction on the basis that personal benefit was improperly received by him.

Section 3

Effect of Judgement or Conviction
The termination of a proceeding by judgement, order, settlement, or conviction is not, of itself, determinative that an individual did not meet the standard of conduct set forth in Section 1 of this Article or that the conduct of such individual constituted willful misconduct or a knowing violation of the criminal law.

Section 4

Determination and Authorization
Unless ordered by a court of competent jurisdiction, any indemnification under Section 1 of these Articles shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the individual is permissible in the circumstances because: (i) he met the standard of conduct set forth in Section 1 of this Article and, with respect to a proceeding by or in the right of the corporation in which such individual was adjudged liable to the corporation, he is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances even though he was adjudged liable; and (ii) the conduct of such individual did not constitute willful misconduct or a knowing violation of the criminal law.

Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding; or (ii) if such a quorum cannot be obtained, by a majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding; or (iii) by special legal counsel selected by the Board of Directors or its committee in the manner heretofore provided or, if such a quorum of the Board of Directors cannot be obtained and such a committee cannot be designated, selected by a majority vote of the Board of Directors (in which selection Directors who are parties may participate). Authorization of indemnification, evaluation as to reasonableness of expenses and determination and authorization of advancements for expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those selected to such counsel.

Section 6

Indemnification of Employees and Agents
The corporation may, but shall not be required to, indemnify and advance expenses to employees and agents of the corporation to the same extent as provided in this Article with respect to Directors and Officers.

Section 7

Elimination of Limitation of Liability of Directors and Officers
Except as provided in Section 8 of this Article, in a proceeding brought by or in the right of the corporation, the damages assessed against a Director or Officers arising out of a single transaction, occurrence, or course of conduct shall be limited as follows:

1. A Director of Officers who does not receive compensation for his services as such shall have no liability for damages, if at the time of the transaction, occurrence or course of conduct giving rise to the proceeding, the corporation was exempt from federal income taxation under Section 501(c) of the Code and Regulations.

2. The liability of a Director or Officers who does not receive compensation from the corporation for his services as such shall not exceed the amount of $100.00 if, at the time of the transaction, occurrence, or course of conduct giving rise to the proceeding, the corporation was not exempt from federal income taxation under Section 501(c) of the Code and Regulations.

3. The liability of a Director or Officers who received compensation from the corporation for his services as such shall not exceed the amount of $100.00.

Section 8

Liability of Directors and Officers Not Eliminated
The liability of a Director or Officers shall not be eliminated or limited in accordance with the provisions of Section 7 of this Article if the Director of Officers engaged in willful misconduct or a knowing violation of the criminal law.

Section 9

Definitions

In this Article:

“Director” and “Officer” mean an individual who is or was a Director or Officer of the corporation, as the case may be, or who, while a Director or Officer of the corporation is or was serving at the corporation’s request as a Director, Officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A Director or Officers shall be considered to be serving an employee benefit plan at the corporation’s request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“Individual” includes, unless context requires otherwise, the estate, heirs, executors, personal representatives and administrators of an individual.

“Corporation” means the corporation and any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction.

“Expenses” includes, but is not limited to, counsel fees.

“Liability” means the obligation to pay a judgement, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

“Official capacity” means: (i) when used with respect to a Director, the office of Director in the corporation; (ii) when used with respect to an Officer, the office in the corporation held by him; or (iii) when used with respect to an employee or agent, the employment or agency relationship undertaken by him on behalf of the corporation. “Official capacity” does not include service for any foreign or domestic corporation or other partnership, joint venture, trust, employee benefit plan, or other enterprise.

“Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

Section 10

Provisions Not Exclusive
As authorized by the Virginia Nonstock Corporation Act, the provisions of this Article are in addition to and not in limitation of the specific powers of a corporation to indemnify Directors and Officers set forth therein. If any provision of this Article shall be adjudicated invalid or unenforceable by a court of competent jurisdiction, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the corporation may have under the Virginia Nonstock Corporation Act or other laws of the Commonwealth of Virginia.

ARTICLE VI

AMENDMENTS

Amendments shall be made by a two-thirds vote of Members at an Annual or Special Meeting when prior notice of the proposed amendment has been given to the Membership as described by (current) Article III, Section 5 of the Bylaws. The only exceptions are that a 3/4 vote of the Membership, with prior notice as described by (current) Article III, Section 5 of the Bylaws, is required for dissolving the corporation, and, or, the sale or mortgage of the Jacob House, subject to any and all deed restrictions.

ADOPTED: February 1, 1994

REVISED: August 13, 2006

See related posts