The Pacific Southwest Regional Council of the National Association of Housing & Redevelopment Officials
pswrc nahro Bylaws
ARTICLE I
Name and Jurisdiction
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Section 1. The name of this organization shall be the Pacific Southwest Regional Council (PSWRC) of the National Association of Housing and Redevelopment Officials (“Regional Council”).
Section 2. The Regional Council shall operate within the geographic area of the States of Arizona, California, Hawaii, and Nevada, the Territory of Guam and the Commonwealth of the Northern Mariana Islands, subject to provisions of the Constitution of the National Association of Housing and Redevelopment Officials (NAHRO), and these by-laws.
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ARTICLE II
Objectives and Purposes
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The purpose of NAHRO is to be the leading housing and community development advocate for the provision of adequate and affordable housing and strong, viable communities for all Americans, particularly those with low- and moderate-incomes, and to enhance the professional development and effectiveness of NAHRO’s members. To achieve these objectives, the purposes of the Regional Council shall be:
(1) To enhance the efficiency and effectiveness of members and to facilitate the exchange of views;
(2) To monitor and advocate relevant federal and state legislative and regulatory issues that impact housing and community development and to initiate the development of public policies through the committee process;
(3) To communicate effectively with members, media, government, and others concerning issues related to housing and community development;
(4) To encourage, develop, and provide educational programs to enhance the professional development, technical skills, and efficiency of housing and community development employees and organizations;
(5) To develop, analyze, and disseminate information on housing and community development and related fields;
(6) To recruit and retain members and provide services;
(7) To strengthen NAHRO’s ability to serve its members;
(8) To work with other organizations and to aggressively develop coalitions and collaborative efforts to accomplish NAHRO’s mission;
(9) To continuously strengthen the Region’s internal management and operations and to effectively utilize human, organizational, and financial resources to maximize the achievement of NAHRO’s mission and goals.
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ARTICLE III
Membership: Qualifications, Voting, and Dues
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Section 1. Any agency that is an active member in good standing of NAHRO, and located within the geographical area of the Region, shall be an active member of the Regional Council upon payment of such dues as established by the Regional Council as hereinafter provided.
An active agency in good standing shall be permitted to have as many Associates as allowed by its NAHRO membership category. All Associates of an active agency member shall have full voting rights, and are eligible to participate in all activities open to the membership.
Every Associate of an active agency shall be eligible to hold any office in the Region.
Section 2. Any agency, corporation, company, or other organization interested in the purposes and activities of NAHRO shall be eligible for Affiliate organizational membership. Affiliate organizational members shall have all the rights of active organizational membership, including the designation of Associates. Any individual who is not affiliated with an agency or organization eligible for active or affiliate organizational membership shall be eligible for Allied Individual membership. This category would include such individuals as students; those who are retired or unemployed; those employed by academic institutions, the military, or an international organization; and lifetime and honorary members.
Any Allied Individual member or Associate of an affiliate agency member of NAHRO, and who resides within the geographical area of the Region, shall be an Affiliate member of the Regional Council upon payment of such dues as established by the Regional Council as hereinafter provided.
Every Affiliate member and the Associates of an affiliate agency member shall have all the rights of active members unless there exists a possible conflict of interest, as determined by the Executive Board (“Board). Every affiliate agency shall have the right to nominate for appointment by the President up to two (2) individuals per committee to serve on Regional Committees.
Section 3. Membership dues may be established, from time to time, by the Board of the Regional Council for the operation of the Regional Council. Payment of the established dues shall entitle members to all the rights of their membership class.
ARTICLE IV
Regional Board: Members, Responsibilities, Meetings, Quorum, Voting, and Vacancies
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Section 1. The control of the affairs of the Regional Council shall be vested in the Regional Board ("Board"), consisting of the following:
a) Officers of the Regional Council as defined in Article V, Section 1.
b) The three most recent past presidents who can fulfill the duties and responsibilities, who remain active in a discipline represented among Regional Council membership, and who continue to reside in the region.
c) Two (2) representatives of each chartered chapter in the region, as selected by each such chapter.
d) A member at large for each state, territory and commonwealth in the region, to be appointed by the statewide housing authority association and, in the absence of such association, by the President.
e) Sixteen (16) at large members elected from among current active members within the region, representative of the disciplines, geographical areas, gender and composition of the membership in the region. f) One representative from each chapter of the executive directors’ or housing authorities’ associations, as selected by such associations.
g) The officers and members of the Board of Governors of NAHRO residing in the Region (who shall be non-voting ex officio members).
Section 2. All members of the Board shall be Associates of organizational members or Allied Individual members.
Section 3. The President and Sr. Vice President shall automatically be named to the Board of Governors of NAHRO. The President shall select the two one regional representatives-at-large to the Board of Governors of NAHRO, who shall serve terms of two years, and will select the regional representatives to the required national standing committees.
Section 4. The Board shall hold regular meetings from time to time on a schedule as determined by the President. At least one regular meeting will be held at the time and place of the annual meeting of the Regional Council. Notice of a regular meeting shall be sent to each Board member not less than fifteen (15) days before the meeting date. Such Notice may be electronic.
Special meetings of the Board may be called by the President at any time or by the Secretary upon the written request of at least one-fourth of the membership of the Board. The Notice of Special Meeting shall specify the time and place of the meeting and the business to be conducted.
Section 5. At any meeting of the Board, a majority of the seated members of the Board, excluding ex-officio members, shall be present to establish a quorum for the conduct of the business of the Regional Council. Each member of the Board shall be entitled to one vote. In order for a member’s vote to be counted, the member must be present, either in person or in verbal communication via electronic teleconference or video conference. Only Board members may make and second motions and vote on matters before the Board. Associate and Allied Individual members can attend Board meetings but do not have the ability to make or second motions or to vote.
Section 6. In the event of a vacancy in the Office of the President, the Senior Vice-President is to automatically succeed to the office for the balance of the President’s term. In the event of the unavailability of the Senior Vice-President, the Board shall select one of the Vice-Presidents to serve as President for the balance of the President’s term. Other vacancies on the Board occurring between annual meetings shall be filled by the original appointing body, or, if elected by a vote of the membership, by the Board to fill the unexpired portion of the term.
Section 7. If any member of the Board ceases to be eligible for membership in NAHRO, he/she shall cease to be a member of the Board and his/her position on the Board shall thereupon become vacant and shall be filled as provided in Section 6 above.
Section 8. A member of the Board (other than an individual representing the State of Hawaii or its Chapter, the Territory of Guam, or the Commonwealth of the Northern Mariana Islands) absent without excuse from three (3) meetings during the two-year period of his/her term shall be automatically terminated from membership on the Board, and the vacancy thereby created shall be filled in accordance with the provisions of Section 6. Attendance at meetings may be in person or via electronic teleconference or video conference. A Board member must contact either the President or Regional Services Officer at least 24 hours prior to the meeting if the member wishes to be excused.
ARTICLE V
Officers: Names, Duties, and Vacancies
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Section 1. The officers of the Regional Council shall be President, Senior Vice-President, Recording Secretary / Treasurer, and the Standing Committee Vice Presidents, all of whom shall be current Associates or Allied Individual members in good standing of NAHRO and the Regional Council.
Section 2. The President shall preside at all meetings of the Regional Council; shall create and appoint such special committees as may, from time to time, be necessary for the conduct of the affairs of the Regional Council; shall implement such procedures, policies, and activities as may be adopted or approved by the Board of the Regional Council, and shall report periodically to the membership on the accounts and general business of the Regional Council.
Section 3. The Senior Vice-President shall preside in the absence of the President at all meetings of the Regional Council, shall succeed the President in office if he/she cannot complete his/her term, and shall perform such other duties as may from time to time be assigned by the President or the Board.
Section 4. The Recording Secretary / Treasurer shall attend all meetings of the Board and the Regional Council, and shall keep and transcribe the minutes of all such meetings.
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ARTICLE VI
Nominations and Elections
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Section 1. Not less than sixty (60) days prior to the annual meeting of the Regional Council, the President shall appoint a Nominating Committee having five (5) members representative of the Regional Council interests, and including at least one representative from each active state and territory in the Region that are members of both NAHRO and the Region, that shall meet for the purpose of selecting one or more persons from the rolls of active Associates or Allied Individual members in good standing as nominees for each office and Board position.
Not less than forty-five (45) days before the annual meeting, the Regional Services Officer shall notify each eligible voter of the nominees selected by the Nominating Committee and that nomination may be made by the membership provided it is made by a petition bearing the name of the nominee and the signature of at least twenty-five (25) current members of the Region in good standing, and further that the petition is received by the Regional Services Officer, who shall certify the petition, at least thirty (30) days before the annual meeting.
Section 2. The election of officers shall be held at the annual meeting of the Region in odd numbered years. The election of eight at-large Board members shall be held at the annual meeting of the Region in odd numbered years and the election of another eight at-large members at the annual meeting in even numbered years. The term of office shall be two years, beginning November 1st in the year in which they are elected. All officers and other members of the Board shall serve until their successors have assumed their duly elected positions.
Section 3. Each current Associate and Allied Individual member present shall have one vote and shall cast his/her vote by written ballot or by a show of hands or voice.
Section 4. No person shall be eligible for election either to office or to the Board who is not an Associate of a current agency member or an Allied Individual member in good standing of NAHRO and of the Regional Council.
ARTICLE VII
Meetings
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Section 1. There shall be an annual meeting of the membership of the Regional Council at a time and place fixed by the Board. Reasonable notice of the annual meeting shall be given to the membership, but not less than thirty (30) days prior to the meeting date.
Section 2. Special meetings of the membership may be called at any time on the order of the President, the Board, or by the signed petition of at least twenty (20) percent of the total current membership. The Regional Services Officer shall give notice of the time and place of a special meeting not less than ten (10) days prior to the meeting date.
Section 3. A quorum must be present at any meeting of the membership at which business is transacted. The presence of fifty (50) current members of the Regional Council shall constitute a quorum.
Section 4. The provisions of these by-laws and Rosenberg’s Rules-of-Order apply to the conduct of any meeting of the membership, the Board, and any other duly constituted committee of the Regional Council.
ARTICLE VIII
Standing Committees
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Section 1. There shall be Standing Committees of the Regional Council through which the program, professional, and member services needs and participation of the membership can be provided. Standing Committees recommend policies and actions to the Board in support of committee functions. The Standing Committees of the Regional Council are:
a) Commissioners Committee (nationally-mandated).
The function of this committee is to broaden the constituency which supports the goals and objectives of NAHRO and to support programs which increase the ability of commissioners to discharge their responsibilities effectively. To carry out this mandate, committee members must communicate with the staff, leadership, and membership at all levels.
b) Community Revitalization and Development Committee (nationally-mandated).
The function of this committee is to address a broad range of issues related to the economic vitality of cities and counties and the development and conservation of neighborhoods, including administrative, legislative, regulatory, and funding issues of community development programs and operations.
c) Financial Management.
The function of this committee is to focus on the general and specific areas of finance and accounting for program administration in the areas of housing and community development and shall support, promote and provide opportunities for training to financial staff, as well as serve to promote a broader understanding of housing and community development financial concepts by non-financial personnel and representatives of applicable governing bodies.
d) Housing Committee (nationally-mandated).
The function of this committee is to address legislative, regulatory and policy issues for a wide range of affordable housing issues. The goals of the committee are to develop and promote legislation that is feasible to implement with maximum deregulation and flexibility and to promote quality communities that provide adequate affordable housing with local autonomy.
e) Member Services Committee (nationally-mandated).
The function of this committee is to serve those interests of the members which cut across program and professional lines and represent the concerns of special interest groups within the membership, including minorities, commissioners, and women. The committee addresses organizational issues such as constitutional change, dues structure, etc. It also works to coordinate supportive products and services provided by NAHRO and the Region, such as conferences, publications, member benefits, and awards.
f) Professional Development Committee (nationally-mandated).
The function of this committee is to provide policy and direction to promote the growth of the housing and community development profession. The committee focuses on career enhancement, continuing education, certification and credentialing, technical services, and the improvement of the professional skills of NAHRO members.
Section 2. Each Standing Committee shall have two (2) representatives selected by and from each chapter within the Region and up to six (6) members appointed by the President, two (2) of which may be Affiliate members as nominated by affiliate agencies pursuant to Article III.
The members of all Standing Committees shall elect from among themselves a Chair and a Vice-Chair. By virtue of being the Chair, the Chair shall also be designated a Vice-President and serve on the Board. The Vice-Chairs of the Standing Committees shall preside at meetings of their respective Standing Committees in the absence of the Vice-President/Committee Chair.
Section 3. There shall be an Executive Committee comprised of the President, Senior Vice-President, Recording Secretary / Treasurer, the Standing Committee Vice-Presidents, and, in an ex-officio capacity, the Chapter Presidents. Meetings of the Executive Committee are called by the President and the Committee shall be available for consultation and advice as needed. The Board may delegate to the Executive Committee those duties, tasks and functions deemed appropriate by the Board. The Executive Committee may also act on behalf of the Regional Board in emergency situations or when an urgent matter is presented and there is insufficient time for, or logistics are such that, holding a Regional Board meeting is not possible. Any action by the Executive Committee normally requiring Board approval will presented to the Board at its next meeting.
Section 4. The President may create such other committees, task forces or similar groups, as he/she deems appropriate to the purposes and activities of the Regional Council, and shall appoint the members.
Section 5. The selection process for committee membership shall seek to provide a broad representation of all special interests of the membership, including but not limited to, commissioners, minorities, and women.
Section 6. A member of a Standing Committee (other than an individual representing the State of Hawaii or its Chapter, the Territory of Guam, or the Commonwealth of the Northern Mariana Islands) absent without excuse from three (3) meetings during his/her two-year term shall be automatically terminated from membership on the committee, and the vacancy thereby created shall be filled by the originating appointing authority. Attendance at meetings may be in person or via electronic teleconference or video conference. A Board member must contact either the Standing Committee Chair or Regional Services Officer at least 24 hours prior to the meeting if the member wishes to be excused.
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ARTICLE IX
Administration
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Section 1. The Board may authorize the employment of staff, as it may deem necessary, including a Regional Services Officer. Such staff may be employees or contractors of the Region or of NAHRO as determined by the Board and may be regular employees, independent contractors or temporary employees.
Section 2. The Regional Services Officer shall carry out the business and financial affairs of the Regional Council in compliance with policies established by the Board, as more fully set forth in the job description for the position. He or she shall act as fiscal officer for the Board and shall establish and maintain proper accounts of all receipts and expenditures; shall keep the official records of the Board and the Regional Council; shall issue notices of meetings; and shall otherwise administer the affairs of the Regional Council as assigned by the President, Executive Committee and/or the Board.
Section 3. All employees of the Region shall be bonded in an amount of not less than $50,000.00 each.
Section 4. Financial records shall be audited annually in a manner provided for by the Board (or by NAHRO when the Regional Services Officer is an employee of NAHRO), and the audit report shall be submitted to the Board as soon thereafter as practicable.
Section 5. The fiscal year for the Regional Council shall be the calendar year.
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ARTICLE X
Dissolution
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In the event of dissolution, any assets of the organization remaining after payment of all debts and liabilities shall be distributed exclusively for charitable and educational purposes or to organizations organized and operated exclusively for such purposes and exempt from federal income tax under the provisions of Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE XI
Amendment
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These by-laws may be amended at any meeting of the membership, provided a quorum is present and voting and a majority of those voting vote affirmatively for the amendment, or by mail ballot affirmatively voted on by a majority of those voting. Each member shall be notified of the proposed amendment(s) with the notice of the meeting at which the amendments are to be voted on. The Regional Services Officer shall send the meeting notice to each member not less than thirty (30) days prior to the meeting date.
ARTICLE XII
Effective Date, Approval, and Revocation
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Section 1. These By-laws shall be approved by action of the Board without a direct vote of the membership, inasmuch as all substantive changes contained herein were approved in accordance with Bylaws provisions. Amendments hereto, however, shall be made only as provided for in Article XI.
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Section 2. These By-laws and any amendments thereto shall become effective on approval by the Board of Governors of NAHRO and are subject to revocation by the Board of Governors of NAHRO for due cause.
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Amended: July, 1996
Amended by the Executive Board of PSWRC, February 28, 2000
Amended by the PSWRC Membership, May 22, 2000
Approved by National Board of Governors, July 2000
Amended by the Executive Board of PSWRC, February 2008
Amended by the PSWRC Membership, May 2008
Approved by National Board of Governors, July 2008
Amended by the Executive Board of PSWRC, November 6, 2010
Approved by National Board of Governors, March 2011
Amended by the PSWRC Membership, May 5, 2014
Amended by the Executive Board of PSWRC, May 22, 2023
Approved by the PSWRC Membership, May 23, 2023