EX. A - PROPOSED NEW HAMC BYLAWS - 02-19-2021.DOCX

EXHIBIT A
to
RESOLUTION C-20-21-002-X-00
BYLAWS OF THE
HOUSING AUTHORITY OF MARICOPA COUNTY
BOARD OF COMMISSIONERS
ARTICLE I THE BOARD OF COMMISSIONERS
Section 1. Name of the Board. The name of the Board shall be “The Housing
Authority of Maricopa County Board of Commissioners” (the “Board of Commissioners”). The
members shall be referred to as “Commissioners” when acting in such capacity.
Section 2. Mission of Board of Commissioners. The mission of the Board of
Commissioners is to assist the Housing Authority of Maricopa County (the “Housing Authority”)
further its mission: To improve the quality of life of families and strengthen communities by
developing and sustaining affordable housing programs; and to become a leading housing
authority by exemplifying best practices, offering innovative affordable housing programs, and
expanding accessibility throughout Maricopa County.
Section 3. Member. The Housing Authority shall be governed by a Board of
Commissioners. The Board of Commissioners shall be comprised of at least six, but not more
than seven members, including the following: Each member of the Maricopa County Board of
Supervisors shall formally appoint one member (“Supervisor-appointed Commissioners”).
Additionally, the Board of Commissioners shall appoint at least one but not more than two
eligible resident commission members (“Resident Commissioners”) who must be: A.) in good
standing, and B.) either a Housing Authority housing resident (Category 1) or a Housing Authority
Rental Assistance recipient (Category 2). If only one eligible resident member is appointed, then
the member may represent either Category 1 or Category 2. If two eligible Resident
Commissioners are appointed, then there must be one from each Category. The initial
Supervisor-appointed Commissioners shall have staggered terms of one, two, and three years
from the date of their appointments. Thereafter, the Supervisor-appointed Commissioners shall
be appointed for terms of four years. A Supervisor-appointed Commissioner shall not hold any
other office or employment with Maricopa County. Resident Commissioners shall serve two-year
terms. Resident Commissioners shall meet any and all eligibility requirements imposed by law.
Both Supervisor-appointed Commissioners and Resident Commissioners may be reappointed.
Section 4. Compensation. A Commissioner shall not be compensated for services
rendered as a Commissioner, but he or she may be reimbursed by the Housing Authority for
necessary expenses, including travel, incurred in the discharge of the Commissioner’s duties.
Section 5. Vacancies. A vacancy on the Board of Commissioners of a Supervisor-
appointed Commissioner shall be filled with a replacement appointed by the Supervisor of the
district who initially made the appointment and approved by the Maricopa County Board of
Supervisors. A vacancy of a Resident Commissioner shall be filled by the Board of Commissioners.
Each vacancy shall be filled for the unexpired term of the vacancy being filled. See A.R.S. § 36-
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Section 6. Resignation. Any Commissioner may resign at any time. Written notice
should be directed to the Executive Director.
Section 7. Removal. Supervisor-appointed Commissioners may be removed upon a
majority vote of the Maricopa County Board of Supervisors. Resident Commissioners may be
removed upon a majority vote of the Board of Commissioners.
Section 8. Certificate of Appointment. A certificate of appointment or
reappointment of a Commissioner shall be filed with the Clerk of the Maricopa County Board of
Supervisors as conclusive evidence of the due and proper appointment or reappointment of the
Commissioner.
Section 9. Conflicts of Interest. All Commissioners, Officers, and employees of the
Housing Authority are subject to the provisions in Title 38, Chapter 3, Article 8 (A.R.S. § 38-501,
et seq.). In addition, no Commissioner, Officer, or employee, or immediate family member of a
Commissioner, Officer, or employee shall have any interest, direct or indirect, in any: planned or
existing project or recreational facility of the Housing Authority; property included or planned to
be included in a project or recreational facility; or contracts and subcontracts or planned
contracts and subcontract for materials or services to be furnished or used in connection with a
project or facility of the Housing Authority. Any such interest, direct or indirect, must be
immediately disclosed in writing to the Board of Commissioners prior to any decision by the
Housing Authority relating to the project, facility, property, or contract. The disclosure shall be
entered upon the minutes of the Board of Commissioners. After making the disclosure, the
person shall not participate in any action of the Housing Authority affecting the project, facility,
property, or contract.
Section 10. Ethics Code. All Commissioners, Officers, and employees of the Housing
Authority shall maintain the very highest of ethical standards, including unquestionable
standards of integrity, truthfulness, honesty, fairness, and personal responsibility in the
performance of their duties, and shall avoid the appearance of impropriety.
ARTICLE II OFFICERS
Section 1. Officers. The Officers of the Housing Authority shall be the Board of
Commissioners Chairperson, Vice Chairperson, and Secretary.
Section 2. Chairperson/Vice Chairperson. The Maricopa County Board of Supervisors
shall designate which of the Supervisor-appointed Commissioners shall be the initial and
subsequent Chairperson and Vice Chairperson, respectively. The Chairperson and Vice
Chairperson may serve two consecutive terms in those positions. The Chairperson shall preside
at all meetings of the Board of Commissioners, which duties shall be performed by the Vice
Chairperson in the Chairperson’s absence. Except as otherwise authorized by resolution of the
Board of Commissioners, the Chairperson shall sign all contracts, deeds, and other instruments
approved by the Housing Authority. The term of a Commissioner’s service as either (initial or
subsequent) Chairperson or (initial or subsequent) Vice Chairperson shall be one year.
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Section 3. Executive Director/Secretary. The Board of Commissioners shall appoint a
person to serve as the Executive Director and Secretary of the Housing Authority. When a person
is selected as a replacement Executive Director/Secretary, the Board of Commissioners shall
make that selection. The Board of Commissioners shall approve in writing the employment
contract of the Executive Director/Secretary and each replacement Executive Director/Secretary.
No Commissioner may serve as the Executive Director/Secretary, except on a temporary basis.
The Executive Director shall have general supervision over the administration of the Housing
Authority’s business and affairs and shall be charged with the management of the housing
projects and recreational facilities of the Housing Authority. Notwithstanding the foregoing, any
Commissioner selected to serve as a temporary Executive Director/Secretary appointee shall
serve without compensation (other than payment of necessary expenses). The Executive
Director/Secretary shall: keep the records of the Authority; act as secretary of the meetings and
cause the keeping of meeting minutes; record all votes; keep a record of the proceedings of the
Housing Authority in a journal to be kept for such purpose; and perform all duties incident to his
or her office. The Executive Director/Secretary shall keep in safe custody the seal of the Housing
Authority and shall have power to affix such seal to all instruments authorized to be executed by
the Housing Authority. The Executive Director/Secretary’s duties shall also include, but are not
limited to, the following:
A. Create for approval by the Board of Commissioners a procurement code regulating all
purchases by the Housing Authority to comply with applicable requirements of
federal, state, and county procurement laws, regulations, and policies. Such
procurement code shall include clear provisions identifying prohibited conflicts of
interest under federal and state law.
B. Create for approval by the Board of Commissioners an internal code of conduct policy
to help prevent misconduct by Housing Authority employees, including the Executive
Director. Such policy shall also include clear provisions outlining prohibited hiring
practices, disclosure requirements, and methods to avoid conflicts of interest under
federal and state law, regulation, or policy.
C. Create, implement, and oversee the Housing Authority’s own system of rules and
procedures and human resources and personnel related policies and procedures that
include, but are not limited to, cell phone usage, driving records, procurement, credit
card usage, travel, performance evaluations, ethics, payroll system, health benefit
plan, fringe benefit plans, deferred compensation plan, salary structure, and job
classification system.
D. Create, implement, and oversee a comprehensive financial management system that
includes standard operating procedures and internal controls for all activities
including, but not limited to, budgeting, cash management, accounting, accounts
payable, collections, debt management, and all contractual financial obligations.
Section 4. Additional Personnel. The Housing Authority may from time to time
employ such personnel as permitted by A.R.S. § 36-1404(C), as may be amended.
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ARTICLE III DUTIES
Section 1. Governance. The Maricopa County Board of Supervisors through its
Restructuring Resolution (Resolution C-06-20-272-M-00, passed and adopted on December 11,
2019) and associated Restructuring Intergovernmental Agreement (Resolution C-06-20-272-M-
00, dated December 11, 2019) established a separate board of appointed Commissioners to
oversee and monitor the Housing Authority’s duties and responsibilities.
Section 2. Housing Conditions Evaluation. The Executive Director shall review
information and make recommendations to the Board of Commissioners regarding: A.)
investigations into living, dwelling, and housing conditions in Maricopa County and into the
means and methods of improving such conditions; B.) determinations of where slum areas exist
or where there is a shortage of decent, safe, and sanitary dwelling accommodations for persons
of low income; and C.) studies and recommendations relating to the problem of clearing,
planning, and reconstructing blighted areas.
Section 3. Public Education. The Board of Commissioners shall assist with educating
the general public, local municipal and County officials, housing providers, and related entities
regarding affordable housing issues. The Board of Commissioners shall act as a resource in the
development of countywide housing policies and programming to expand the housing stock in
Maricopa County.
Section 4. Program Promotion; Partnerships. The Board of Commissioners shall: A.)
assist with furthering housing goals related to United States Department of Housing and Urban
Development (“HUD”) programming; B.) support the Housing Authority in establishing a strong
public/private sector partnership via work with local 501(c)(3) nonprofit and for-profit
organizations to establish and implement the Housing Authority’s goals and objectives; and C.)
promote coordination of existing Maricopa County and municipal programs and services as
related to affordable housing.
Section 5. Research; Studies; Publications. The Board of Commissioners shall assist
with promoting, engaging in, preparing and publishing, without limitation, research studies,
surveys, and any and all analyses pertaining to the provision of safe, sanitary, and suitable living
accommodations of any and every type and kind to all persons of low income. This may be done
alone or in conjunction with any public or private entities or organizations, charitable or non-
profit entities or organizations, or governmental agencies. The Board of Commissioners shall also
advise with respect to educational materials for residents of housing communities operated by
the Housing Authority.
Section 6. Land Planning Recommendations. The Board of Commissioners shall
provide input and shall receive public input as the Board of Commissioners deems necessary to
enable recommendations relating to Maricopa County and regional planning efforts. This may
include assisting with recommendations to the County related to planning for affordable housing
in accordance with the County’s comprehensive land-use plan adopted pursuant to A.R.S. § 11-
821, et seq.
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Section 7. Board Assigned Duties. The Board of Commissioners shall perform such
additional duties as are contained in the Restructuring Intergovernmental Agreement and as may
be formally assigned by the Maricopa County Board of Supervisors in the future.
ARTICLE IV MEETINGS AND MEETING NOTICES
Section 1. Arizona Open Meeting Law. All meetings (e.g., regular, special, executive,
and emergency) shall be held in compliance with the Arizona Open Meeting Law (A.R.S. § 38-431,
et seq.). The Board of Commissioners shall comply with the filing and posting requirements of
the Open Meeting Law.
Section 2. Regular Meetings. Regular meetings shall be held at a regular meeting
time and place as established by the Board of Commissioners.
Section 3. Special Meetings. The Chairperson of the Board of Commissioners may on
his or her own, when necessary, or upon the request of two members of the Board of
Commissioners, call a special meeting of the Board of Commissioners for the purpose of
transacting any business designated in the call. Special meetings are announced via a special
public notice in compliance with the Open Meeting Law. The call for a special meeting may be
delivered to each member of the Board of Commissioners by email or facsimile, or in writing
personally delivered to the Commissioners at their addresses appearing on the books of the
Housing Authority at any time at least twenty-four hours prior to the special meeting. At such
special meeting, no business shall be considered other than as designated in the posted agenda
for the meeting and only to the extent permitted under the Arizona Open Meeting Law.
Section 4. Executive Meetings. The Board of Commissioners may vote to recess into
executive session for the purpose of obtaining legal advice from the Board of Commissioner’s
attorney on any matter listed on an agenda pursuant to A.R.S. § 38-431.03(A)(3), or for any other
matter authorized under A.R.S. § 38-431.03, which has been specifically listed on the meeting
agenda identifying the statutory basis for executive session consideration in compliance with the
Open Meeting Law. Executive meetings are included on the annual posting notice or may be
posted as special meetings.
Section 5. Attendance. The Board of Commissioners is charged with ultimate
oversight and welfare of the Housing Authority and must be both engaged and present to make
the decisions necessary for the growth and prosperity of the organization. Commissioners who
miss three consecutive meetings or miss more than 25% of Board of Commissioner meetings per
year will be subject to removal in accordance with Article I, Section 7. Commissioners may attend
meetings by means of conference telephone or other similar electronic communication
equipment by means of which all persons participating in, or attending, the meeting can hear
each other. Participation in a meeting pursuant to such electronic communication shall
constitute presence in person at such meeting.
Section 6. Quorum. A majority of the authorized number of Commissioners
constitutes a quorum for all purposes including conducting the business of the Housing Authority
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and exercising its powers. When a quorum is in attendance (either in person or via conference
telephone or other similar electronic communications equipment), action may be taken by the
Board of Commissioners upon a vote of a majority of the Commissioners present. Abstentions
shall not be counted when determining the vote of the majority.
Section 7. Order of Business. At the regular meetings of the Board of Commissioners,
the order of business shall include, but is not limited to, the regular or general business of the
Housing Authority, recommendations or reports to the Housing Authority, project updates,
financial reports, operational and managerial reports, presentations, workshops, current events,
or public comment. All resolutions adopted by the Housing Authority shall be in writing and shall
be entered into the official meeting minutes of the proceedings of the Housing Authority.
Section 8. Manner of Voting. The voting on all questions coming before the Board of
Commissioners shall be ayes and nays, including a record of how each Commissioner voted, and
shall be entered upon the minutes of such meetings.
Section 9. Notices. Except as otherwise provided in these Bylaws, notices to the
Board of Commissioners may be by email or facsimile, or in writing personally delivered to the
Commissioners at their addresses appearing on the books of the Housing Authority.
ARTICLE V AMENDMENTS
Section 1. Amendments to Bylaws. These Bylaws of the Board of Commissioners shall
be recommended for amendment only with the approval of at least four members of the Board
of Commissioners at a regular or a special meeting, but no such amendment shall be adopted
unless at least three business days’ written notice thereof has been previously given to all of the
members of the Board of Commissioners. Proposed amendments must be consistent with the
Maricopa County Board of Supervisors Restructuring Resolution and associated Restructuring
Intergovernmental Agreement and first be sent to the Board of Supervisors. Upon Board of
Supervisors approval, the Board of Commissioners shall promptly adopt the amended Bylaws as
approved by the Board of Supervisors.
ARTICLE VI RESTRUCTURING INTERGOVERNMENTAL AGREEMENT
Section 1. Incorporation. Those provisions of the Restructuring Intergovernmental
Agreement that have not been expressly set forth in these Bylaws are incorporated by this
reference.
Section 2. Conflict or inconsistencies. In the event of a conflict or inconsistencies
between the provisions of the Restructuring Intergovernmental Agreement, as may be amended,
and the provisions of these Bylaws, the provisions of the Restructuring Intergovernmental
Agreement shall control.
Date Adopted: By BOS: _____________________ By H.A.: ______________________
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