RESOLUTION 17-020 RE HAMC NONPROFIT GEM HOUSING SOLUTIONS BYLAWS.DOCX

BYLAWS
OF
GEM HOUSING SOLUTIONS
AN ARIZONA NONPROFIT CORPORATION
ARTICLE I
PURPOSE
Pursuant to authority granted by A.R.S. § 36-1403(C), Gem Housing Solutions, hereinafter
referred to as the “Corporation,” is organized exclusively to “lessen the burdens of Government,” as
that term is used in Treasury Regulation 1.501(c)(3)-1(d)(2), through the performance of activities
and services that promote the availability and expansion of affordable housing in Maricopa County
by the provision of support to the Housing Authority of Maricopa County, a tax-levying public
improvement district of the State of Arizona (“HAMC”), in accordance with Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (together with the Treasury Regulations, and any
provisions as now enacted or as may be amended) (or the corresponding provision of any future
United States Internal Revenue law), the “Code”) and these Bylaws, including, for such purposes, the
making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3)
of the Code.
In addition, this corporation is organized for the transaction of any or all lawful business for
which nonprofit corporations may be incorporated under the laws of the State of Arizona (the
“State”) subject to the restrictions in A.R.S. § 36-1403, as they may be amended from time to time,
as more fully set forth in Article II of the Articles of Incorporation of the Corporation as adopted by
the Board of Directors of the Corporation on ____________________ __, 2017. Any provisions that
violate the restrictions listed in A.R.S. § 36-1403 are void.
ARTICLE II
NAMES, OFFICES AND CORPORATE SEAL
Section 2.01 Name. The name of the Corporation shall be Gem Housing Solutions.
Section 2.02 Principal Office. The Corporation shall maintain a principal office at 8910
North 78th Avenue, Building D, Peoria, Arizona 85345.
Section 2.03 Other Offices. The Corporation may also maintain offices at such other place
or places, either within or outside the State, as may be designated from time to time by the Board of
Directors, and the business of the Corporation may be transacted at such other offices with the same
effect as that conducted at the principal office.
Section 2.04 Corporate Seal.The Corporate Seal is not required on any instrument
executed for the Corporation. If the Corporate Seal is used, it may be inscribed with the words “Gem
Housing Solutions.”

ARTICLE III
MEMBERS
The Corporation shall have no members unless changed by a vote of the majority of
the Directors at a special meeting called for the purpose of amending this Article of the Bylaws.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01 Management. The business and affairs of the Corporation shall be managed
by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful
acts and things as are directed or required by law, by these Bylaws or by the Articles of Incorporation
of the Corporation.
Section 4.02 Number. The number of directors shall be not less than 3 nor more than 5,
the specific number to be fixed from time to time at a meeting of the Board of Directors. Until
changed, the number of Directors shall be 3. Each Director shall hold office until his or her successor
is elected and qualified.
Section 4.03 Qualifications of Directors. All Directors shall be over 18 years of age.
Directors need not be residents of the State of Arizona. At least 3 members of the Board of Directors
shall be then-current employees of the HAMC:
(a) the then-current Executive Director of the HAMC, who shall also be the
President and Board Chair of the Corporation;
(b) the then-current Finance Officer of the HAMC; and
(c) the then-current Administrator of the HAMC.
In the event the Board of Directors votes to increase the number of Directors from 3, then
the number of Directors who must also be employees of HAMC shall also increase such that there
will always be a majority of Directors who are executive-level employees of HAMC. Any vote of the
Board of Directors to increase the size of the Board of Directors that does not comply with the
preceding sentence shall be void ab initio.
Section 4.04 Terms of Office. The Directors terms shall be three (3) years and the terms
will be staggered. In order to stagger the terms, two (2) members will serve a term of (3) three years,
and the remaining member will serve a two (2) year term. Those appointed for initial three-year
terms shall be the then-current Executive Director of the HAMC and Finance Officer of the HAMC.
The Remaining member will serve two (2) year term at first. Once the system of Staggered Terms is
fully in place, each position will be held for three (3) years. Members may be reappointed.
Section 4.05 Election of Directors. The Directors shall be initially appointed by the
Maricopa County Board of Commissioners. The Directors then shall be elected at the regular annual
meeting of the Board of Directors. If the election of Directors is not held at the regular annual meeting
of the Board, the election shall be held as soon thereafter as reasonably practicable. Each Director
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shall be elected by an affirmative vote of the Majority of the Directors. For purposes of these Bylaws,
unless specified otherwise, “Majority” shall mean greater than 50% of the votes of those Directors
who are present and entitled to vote at the meeting with a quorum present when acting.
Section 4.06 Vacancies. A vacancy shall be deemed to exist in any of the following cases:
(a) of death of a Director;
(b) disability of a Director;
(c) resignation of a Director;
(d) removal of a Director;
(e) the existence of any authorized but unfilled seats on the Board of Directors, including
any seats created if Board of Directors increases the number of Directors authorized
in Section 4.02.
Any vacancy in the Board of Directors arising in between annual meetings of the Board of Directors
may be filled in an Open Session by the affirmative vote of a majority of the remaining Directors then
in office, though less than a quorum, or by a sole remaining Director. A Director elected to fill a
vacancy shall serve only the unexpired term of his or her predecessor.
Section 4.07 Resignation. Any Director may resign at any time by delivering a written
resignation to the Secretary of the Corporation. Such resignation shall be effective upon receipt
unless otherwise provided by the terms thereof.
Section 4.08 Removal. Subject to the qualification requirements of Section 4.03, any
Director may be removed from office with or without cause at any Regular or Special Meeting called
expressly for that purpose upon the Majority vote of the remaining Board of Directors, provided that
notice of such Regular or Special Meeting contains a description of the proposed action and the
Director so affected and is made in accordance with the laws of the State.
Section 4.09 Quorum and Adjournment. The presence, in person, of at least 1/3 of the
Directors shall constitute a quorum (“Quorum”) for the transaction of business at all meetings. If a
Quorum is present when a meeting is convened, the Quorum shall be deemed to be present even if
1 or more Directors depart before the meeting is adjourned. A Quorum is not required for the
Chairperson of the meeting to adjourn the meeting to another date, time, and place without further
notice than announcement at the meeting. At such adjourned meeting at which a Quorum shall be
present or represented, any business may be transacted which might have been transacted at the
meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjourned
a new record date is fixed for the adjourned meeting, the Corporation shall give a notice of the
adjourned meeting to each Director. All meetings are open meetings, unless in Executive Session.
Section 4.10 Voting Rights. Each Director is entitled to 1 vote regarding the election of
any Director. When a Quorum is present at any meeting, the vote of a Majority of the quorum shall
decide any question brought before such meeting, unless the question is one upon which, by express
provision of the laws of the State of Arizona, or of the Articles, or any the provisions of these Bylaws,
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a different vote is required, in which case such express provision shall govern. The voting will be by
ballot on any question as to which a ballot vote is demanded, prior to the time voting begins, by any
person entitled to vote on such question; otherwise, a voice vote will suffice. No ballot will be
accepted after the polls have been declared closed following the ending of the announced time for
voting.
Section 4.11 Proxies. Voting by written proxy shall be permitted and a written proxy shall
constitute presence in person at the meeting for purposes of determining a Quorum. A proxy may
be given by electronic transmission, provided that the transmission is accompanied by information
from which it can be determined the Director, Director’s agent or attorney-in-fact authorized the
electronic transmission. The sufficiency of the proxy is to be determined by the vote of a Majority
of the remaining members of the Board of Directors and is not appealable to a court of law. A written
proxy must be given to another existing Director and no proxy shall be valid if given to a person who
is not a Director. The proxy shall have the authority to act and vote only in accordance with the
matters listed on the Agenda of the scheduled meeting. The appointment of a proxy is effective
when received by the Secretary of the Corporation and is valid for 1 month.
Section 4.12 Manner of Acting; Presumption of Assent. The act of a Majority of the
Directors present at a meeting of the Board of Directors at which a Quorum is present or present by
proxy shall be the act of the Board of Directors, unless the act of a greater number is required by
statute, the Articles or these Bylaws. A Director of the Corporation who is present at a meeting of
the Board of Directors, or of any committee, at which action is taken on any corporate matter will be
presumed to have assented to the action taken unless his or her dissent is entered in the Minutes of
the meeting or unless he or she files his or her written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or forwards such dissent by
registered or certified mail to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent will not be available to a Director who voted in favor of the
action.
Section 4.13 No Compensation; Expense Reimbursement. None of the Corporation’s
earnings shall at any time inure to any Director, Officer, employee, committee member or other
person connected with the Corporation, or any other private individual. Notwithstanding the
foregoing, the Board of Directors may pay to such persons reasonable compensation fixed by the
Board of Directors for services rendered to the Corporation in carrying out its corporate purposes,
including reasonable expense reimbursements and other payments; provided, however, that
members of the Board of Directors who are also employed by HAMC shall not receive any
compensation for their service on the Board of Directors of the Corporation.
Section 4.14 Interest of Directors. No Director of the Corporation shall have any right, title
or interest in or to any property or assets of the Corporation either prior to or at the time of any
liquidation or dissolution of the Corporation.
Section 4.15 Liability of Directors. To the greatest extent provided by law, the private
property of the Directors shall be exempt from execution or other liability for any debts of the
Corporation, and no Director shall be liable or responsible for any debts or liabilities of the
Corporation.
Section 4.16 Standard of Conduct. All members of the Board of Directors shall discharge
their duties in good faith, with the care an ordinarily prudent person in a like position would exercise
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under similar circumstances, and in a manner the Director reasonably believes to be in the best
interests of the Corporation. In discharging his or her duties, the Director is entitled to rely on
information, opinions, reports or statements, including financial statements and other financial data,
if prepared or presented by any of the following: (a) One (1) or more officers or employees of the
Corporation or HAMC that the Director reasonably believes to be reliable and competent in the
matters presented, (b) legal counsel, public accountants or other persons as to matters the Director
reasonably believes are within the person’s professional or expert competence, and (c) a committee
of or appointed by the Board of Directors of which the Director is not a member if the Director
reasonably believes the committee merits confidence. A Director is not acting in good faith if the
Director has knowledge concerning the matter in question that makes reliance as set forth above
unwarranted.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 5.01 Place of Meeting. All meetings shall be held at such place as may be fixed
from time to time by the Board of Directors either within or outside the State as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof. If no designation is made,
the place of the meeting shall be the principal office of the Corporation.
Section 5.02 Annual Meetings. At the Annual Meeting, the Directors shall elect any new
Directors and transact such other business as may properly be brought before the meeting. Annual
Meetings of the Board of Directors shall be held on January 31st of each year, at a location and time
to be designated by the Board of Directors of the Corporation. If the scheduled day for the Annual
Meeting shall be on a legal holiday, such meeting shall be held on the next business day following, or
at such other date and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting.
Section 5.03 Regular meetings. Regular meetings of the Board of Directors shall be held
monthly (or any other interval designated by the Board of Directors) at such times and places as the
Board of Directors shall from time to time designate. All Directors may participate in any Regular or
Special Meetings through the use of a conference telephone or similar device as set forth in Section
5.05 hereof.
Section 5.04 Special Meetings. Special meetings of the Board of Directors may be called at
the request of the President or any two (2) Directors on at least 24 hours’ notice to each Director.
Notice specifying the time, date, place and general purpose of the meeting shall be provided to each
Director, either personally, by mail, by facsimile, by electronic mail or by telephone.
Section 5.05 Telephone Communication. Members of the Board of Directors may
participate in a meeting of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the meeting can
simultaneously hear each other and be heard, and such participation in a meeting shall constitute
presence in person at such meeting.
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Any committee designated by the Board of Directors may participate in a meeting of such
committee by means of conference telephone or similar communication equipment by means of
which all persons participating in the meeting can simultaneously hear each other and be heard, and
such participation in a meeting shall constitute presence in person at such meeting.
Section 5.06 Notice of Meeting. Notice of the date, time and place of any Regular
meeting, if notice is given, shall be given by oral or written notice delivered personally, if the notice
is in writing, to each member of the Board of Directors at least 24 hours prior to the meeting. Written
notice includes notice via electronic mail or facsimile. Notice of any Special meeting shall be given
as set forth in Section 5.04 above.
Section 5.07 Waiver of Notice. Attendance of a Director at a meeting shall constitute waiver
of notice of such meeting, except when such attendance is for the express purpose of objecting to
the transaction of any business because the meeting is not properly called or convened and the
Director does not then vote on any action taken at the meeting. Any Director may waive notice of
any meeting by executing a written waiver of notice either before or after the meeting. Such written
waiver will be filed with the Corporate Minutes.
Section 5.09 Organization and Conduct of Meetings. Each meeting will be called to order
and thereafter chaired by the President of the Corporation acting as the Chairperson of the Board of
Directors. The Corporation’s Secretary will act as Secretary of each meeting; in his or her absence,
the Chairperson of the meeting may appoint any person to act as Secretary. As long as there is no
showing of bad faith on his or her part, the Chairperson of a meeting will, among other things, have
absolute authority to determine the order of business to be conducted at such meeting and to
establish reasonable rules for expediting the business of the meeting (including any informal, or
question and answer portions thereof).
Section 5.10 Informalities and Irregularities. All informalities or irregularities in any call
or notice of any meeting or in the areas of credentials, Quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.
ARTICLE VI
COMMITTEES
Section 6.01 General. The Board of Directors may create one (1) or more committees.
Except as otherwise set forth in these Bylaws, the Chairperson of the Board, subject to the approval
of a Majority of the Board of Directors, will appoint two (2) or more Directors to serve on each
committee. In the discretion of the Chairperson of the Board, any person serving on a committee
need not be a Director. These Bylaws or the resolution establishing a committee, as applicable, shall
set forth its powers and duties. Members of any committee, shall serve at the pleasure of, and may
be removed with or without cause at any time by, the Chairperson of the Board, subject to the
approval of a Majority of the Board of Directors. If a vacancy occurs on any committee, the vacancy
may be filled by the Chairperson of the Board, subject to the approval of a Majority of the Board of
Directors. A committee may exercise the powers specifically granted to it by the Chairperson of the
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Board, which generally will include the delegated authority to take action on behalf of the Board of
Directors. Except as expressly provided herein, a committee is specifically prohibited from:
(a) filling any vacancy on the Board of Directors;
(b) authorizing any distributions;
(c) adopting amendments or repealing:
(i) the Articles of Incorporation; or
(ii) these Bylaws;
(d) encumbering the assets of the Corporation;
(e) approving the giving of any guarantees of the Corporation;
(f) approving any plan of merger or consolidation of the Corporation;
(g) approving the sale, lease, mortgage or other disposition of all, or substantially all, of
the assets of the Corporation;
(h) approving the dissolution of the Corporation; or
(i) approving any fundamental change in the character or business of the Corporation.
Section 6.02 Standing Committees. The Board of Directors may establish the following
standing committees:
(a) Executive Committee, consisting of the President, the Secretary, and the Treasurer;
(b) Finance Committee, chaired by the Treasurer;
(c) Nominating Committee, chaired by the Executive Director of the HAMC in her or his
capacity as a member of the Board of Directors of the Corporation.
Section 6.03 Other Committees. The Board of Directors from time to time may establish
other committees which shall have such duties, and the Directors of which shall hold office for such
periods as the Board may determine. Appointment to such committees and the filling of vacancies
shall be carried out by the Chairperson of the Board, subject to the approval of a Majority of the
Board of Directors. Other than the committees expressly established in these Bylaws, any committee
may be abolished or any member thereof removed, with or without cause, at any time by a Majority
of the Board of Directors.
Section 6.04 Committee Procedure. The following procedures shall govern the
operations of any committee established by the Board of Directors unless otherwise provided in
these Bylaws. At any committee meeting, all matters shall be decided by vote of a Majority. Notice
of each committee meeting shall be delivered to all committee members in the manner described
in Section 5.06 of these Bylaws. Waiver of notice may be made by any committee member as
provided in
Section 6.05 Committee Meeting Attendance. A member of a committee may attend any
committee meeting by telephone, similar to that for meetings of the Board of Directors as provided
in Section 5.05 of these Bylaws, and such attendance shall constitute presence for the purposes of
determining the existence of a Quorum. Any actions required or permitted to be taken at any
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committee meeting may be taken without a meeting if prior to such action a written consent hereto
is signed by all members of such committees, and such written consent is filed with the minutes of
proceedings of such committee. Each committee shall keep regular minutes of its proceedings and
shall report briefly on its activities at the regular meetings of the Board of Directors.
ARTICLE VII
OFFICERS
Section 7.01 Titles and Qualifications. The President and the Board Chair of the
Corporation shall be the then-current Executive Director of HAMC. The Treasurer of the Corporation
shall be the then-current Finance Director of HAMC. The Secretary and Vice Chair of the Corporation
shall be the then-current Administrator of HAMC. The Board of Directors may choose 1 or more Vice
Presidents, each of whom shall serve at the pleasure of the Board of Directors. Any number of offices,
except the offices of President and Secretary, may be held by the same person, unless the Articles of
Incorporation or these Bylaws provide otherwise. The Board of Directors at any time may appoint
such other officers and agents as it shall deem necessary to hold offices at the pleasure of the Board
of Directors and to exercise the powers and perform the duties as the Board of Directors may
determine from time to time. Only members of the Board of Directors are eligible for election as
officers of the Corporation.
Section 7.02 Appointment and Term of Office. The Officers of the Corporation shall be
appointed by the Board of Directors at its Annual Meeting or a Special Meeting which has been called
in accordance with Section 5.04 of these Bylaws, and shall thereafter serve at the pleasure of the
Board of Directors. Unless an Officer resigns, dies, becomes disqualified (in the case of the President),
or is removed prior thereto, he or she shall hold office until his or her successor has been chosen and
qualified.
Section 7.03 Resignation. Any Officer may resign at any time by delivering a written
resignation to the President or the Secretary of the Corporation. The acceptance of any such
resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Section 7.04 Removal. Any Officer elected or appointed by the Board of Directors may
be removed by a Majority vote of the Board of Directors whenever, in its judgment, the best interests
of the Corporation would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the officer so removed.
Section 7.05 Vacancies. Any vacancy, other than President, in a Board of Directors’ officer
position may be filled at any time for the unexpired portion of the term by the vote of a Majority of
the remaining members of the Board of Directors.
Section 7.06 Compensation; Expense Reimbursement. Subject to the conditions and
requirements of Section 4.13 above, no Officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the Corporation.
Section 7.07 Reimbursement of Disallowed Compensation. Any payments made to an
Officer of the Corporation, such as salary, commission, bonus, interest or rent, or entertainment
expenses incurred by him or her which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such Officer to the Corporation to
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the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce
payment of each such amount disallowed. In lieu of payment by the Officer, subject to the
determination of the Directors, proportionate amounts may be withheld from his or her future
compensation payments until the amount owed to the Corporation has been recovered.
Section 7.08 Duties of Officers.
(a) President/Chair. The President and Board Chair shall preside at all meetings of the Board
of Directors. He or she shall act as operating and directing head of the Corporation subject to policies
established by the Board of Directors.
(b) Secretary/Vice Chair. The Secretary and Vice Chair shall have all powers and perform all
the duties of the President in case of the temporary absence of the President or in case of his or her
temporary inability to act. The Secretary and Vice Chair shall perform such other duties as the Board
of Directors may assign from time to time. In the event the Board of Directors authorizes the creation
of more than 1 offices of Vice President other than the Secretary and Vice Chair, the Board of
Directors shall designate the ranking of Vice Presidents after the Secretary and Vice Chair to
determine the order in which the Vice Presidents may act for the President and Board Chair in
accordance with this Section 7.08(b).
The Secretary and Vice Chair shall also maintain and keep the minutes of all meetings of the
Board of Directors and any standing committees. He or she shall be the custodian of the corporate
seal, if any, and shall affix it to all proper instruments when deemed advisable by him or her. The
Secretary and Vice Chair shall give or cause to be given required notices of all meetings of the Board
of Directors. He or she shall have charge of all the books and records of account and in general shall
perform all the duties incident to the office of Secretary of a corporation and such other duties as
may be assigned to him or her.
(c) Treasurer. The Treasurer shall have general custody of all the funds and securities of the
Corporation except as such may be required by law to be deposited with any state official. He or she
shall be responsible for depositing the funds of the Corporation in such bank or banks as the Board
of Directors may designate. Regular books of account shall be kept under his or her direction and
supervision. The Treasurer shall render financial statements to the President and shall have charge
of the preparation and filing of such reports, financial statements, and other returns as may be
required by law.
Section 7.09 Books and Records. There shall be maintained at the principal office of the
Corporation all financial books and records of accounts, all minutes of the Board of Directors’
meetings, and the committee meetings of the Corporation, and copies of all other material corporate
records, books, documents and contracts. All such books, records, minutes, lists, documents and
contracts shall be made available for inspection at any reasonable time during usual business hours
by any Director of the Corporation, or duly authorized representative thereof, for any lawful purpose.
Upon leaving office, each Officer or agent of the Corporation shall turn over to his or her successor
or the President, in good order, such corporate monies, books, records, minutes, lists, documents,
contracts or other property of the Corporation as have been in the custody of such Officer or agent
during his or her term of office. The Corporation shall also keep a record giving the names and
addresses of the Directors of the Corporation at the registered or principal office of the Corporation.
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Section 7.10 Liability of Officers. To the greatest extent provided by law, the private
property of the Officers shall be exempt from execution or other liability for any debts of the
Corporation, and no Officer shall be liable or responsible for any debts or liabilities of the
Corporation.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.01 Indemnification. To the greatest extent provided by law, as provided in
Arizona Revised Statutes Section 10-3850 et seq., and except as provided in these Bylaws, the
Corporation shall hold harmless and indemnify each of its current and former Directors and Officers
(hereinafter each is individually referred to as an “Indemnitee”) for, from and against any and all
liability and expenses incurred by the Indemnitee in connection with any threatened or actual
proceeding or legal action resulting from the Indemnitee’s service to the Corporation or to another
entity at the Corporation’s request.
Section 8.02 Exclusions. Except insofar as permitted by law, the Corporation shall not
indemnify the Indemnitee if indemnification is prohibited by Arizona Revised Statutes Section 10-
3850 et seq (Indemnification), or any successor thereto. In addition, the Corporation shall not
indemnify the Indemnitee for the following:
(a) The amount of a financial benefit received by an Indemnitee to which the
Indemnitee is not entitled.
(b) An intentional infliction of harm by the Indemnitee on the Corporation or its
members.
(c) A violation of Arizona Revised Statutes Section 10-3830 (General Standards for
Directors) and/or Arizona Revised Statutes Section 10-3833 (Liability for Unlawful
Distributions).
(d) An intentional violation by the Indemnitee of criminal laws.
Section 8.03 Procedure. The Indemnitee shall notify the Corporation promptly of the
threat or commencement of any proceeding or legal action with respect to which the Indemnitee
intends to seek indemnification and shall give the Corporation a reasonable opportunity to defend
the same at its own expense and with counsel reasonably satisfactory to the Indemnitee. The
Corporation shall be entitled to assume the Indemnitee’s defense with counsel reasonably
satisfactory to the Indemnitee, unless the Indemnitee provides the Corporation with an opinion of
counsel reasonably concluding that there may be a conflict of interest between the Indemnitee and
the Corporation in the defense of the proceeding or legal action, or that there may be legal defenses
available to the Indemnitee which are different from or in addition to those available to the
Corporation or if the Corporation shall, after receiving notice of the Corporation’s indemnification
obligation and within a period of time necessary to preserve any and all defenses to any claim
asserted, fails to assume the defense or to employ counsel for that purpose satisfactory to the
Indemnitee, the Indemnitee shall have the right, but not the obligation, to undertake the defense of,
and to compromise or settle the claim or other matter on behalf of, for the account of, and at the
risk of, the Corporation. The Corporation shall be responsible for the reasonable counsel fees, costs,
and expenses of the Indemnitee in conducting its defense.
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Section 8.04 Expense Advances. The Corporation shall advance expenses, including
attorneys’ fees, incurred or to be incurred by the Indemnitee in defending a proceeding or legal
action upon receipt of notice and, if required by law, of an undertaking by or on behalf of the
Indemnitee. The Indemnitee shall repay all amounts advanced if it is ultimately determined by final
judicial decision (after expiration or exhaustion of any appeal rights) that the Indemnitee is not
entitled to be indemnified for such expenses. In addition, whether the Corporation pays for the
reasonable expenses or reimburses an Indemnitee, The Indemnitee must first provide the
Corporation with a written affirmation of the Indemnitee’s good faith belief that he or she has met
the standard of conduct contained in Arizona Revised Statutes Section 10-3830 (General Standards
for Directors) and/or Arizona Revised Statutes Section 10-3851 (Authority to Indemnify), or that the
proceeding involves conduct for which liability has been eliminated pursuant to Arizona Revised
Statutes Section 10-3202(B)(1) (Articles of Incorporation).
Section 8.05 Settlement of Claims. Neither the Corporation nor the Indemnitee will
unreasonably withhold consent to any proposed settlement. The Corporation shall not be obligated
to indemnify the Indemnitee for any amounts incurred in settlement, if settlement is made without
the Corporation’s prior written consent. The Corporation shall not enter into any settlement that
would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written
consent.
Section 8.06 Insurance and Other Indemnification. The Board of Directors shall have the
power to cause the Corporation: (i) to purchase and maintain, at the Corporation's expenses,
insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has
been or may be granted by statute; and (ii) to give other indemnification to the extent permitted by
law.
Section 8.07 Effect of Repeal. In order that Officers and Directors may rely on the
indemnification promised by this Article VIII, no repeal or amendment of this Article VIII shall reduce
the right of the Indemnitee to payment of expenses or indemnification for acts of the Indemnitee
taken before the date of repeal or amendment.
ARTICLE IX
COMPENSATION, CONTRACTS, LOANS, ETC.
Section 9.01 Compensation of Directors, Officers, and Employees. The Directors of the
Corporation shall serve as such without salary, but the Board of Directors may authorize the payment
by the Corporation of the reasonable expenses incurred by the Directors in the performance of their
duties and of reasonable compensation for special services rendered by any Director. The Board of
Directors shall establish compensation for all other Officers and employees of the Corporation.
Nothing in this Section 9.01 shall authorize the payment of any compensation to any Director,
Officer, or employee who is also employed by HAMC.
Section 9.02 Contracts with Directors and Officers. No Director or Officer of the
Corporation—nor any other corporation, firm, association, or other entity in which one (1) or more
of the Corporation's Directors or Officers are directors or officers, or has a financial interest, or
whose relatives have a financial interest—shall be interested, directly or indirectly, in any contract
or other transaction with the Corporation, unless: (i) the material facts regarding such Director’s or
Officer’s relationships and interest in such contract or transaction and regarding such common
directorship, officership, familial or financial interest, are fully disclosed in good faith or are known
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to all members of the Board of Directors prior to consideration by the Board of Directors of such
contract or transaction; and (ii) such contract or transaction shall be authorized by a disinterested
Supermajority of the Board of Directors at a meeting at which the presence of such interested
Director is not necessary for such authorization. Each Director of the Corporation shall be presumed
to have knowledge of any directorships or officerships in common between the Corporation and any
other corporation, firm, association or other entity in which the Corporation shall hold a
Supermajority ownership interest.
Section 9.03 Loans to Directors and Officers. No loans shall be made by the Corporation
to its Directors or Officers, and the Directors who vote for or otherwise agree to the making of a
loan to a Director or Officer, and any Officer or Officers participating in the making of such loan shall
be jointly and severally liable to the Corporation for the amount of such loan until it is repaid.
Notwithstanding the foregoing, the making of a loan to an individual prior to becoming a member
of the Board of Directors shall not serve as a disqualification for the individual receiving such loan
from becoming a Director of the Corporation.
Section 9.04 Contracts. The Board of Directors may authorize any Officer or Officers to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances.
Section 9.05 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of
monies, notes, or other evidences of indebtedness issued in the name of the Corporation shall be
signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall,
from time to time, be determined by resolution of the Board of Directors.
Section 9.06 Deposits. All funds of the Corporation shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies, or other depositories as the Board
of Directors may select.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be July 1 to the following June 30 for each year.
ARTICLE XI
AMENDMENT OR REPEAL OF BYLAWS
These Bylaws may be amended or repealed, or new Bylaws may be adopted, by the
affirmative vote of a Supermajority of the Board of Directors at any Regular or Special meeting called
for such purpose (or by proxy vote in lieu of such meeting), provided that prior notice is given at least
one (1) day prior to said meeting stating that the purpose of the meeting is to amend or repeal the
Bylaws which sets forth in detail the proposed Bylaws revisions with explanations therefore. No
notice need be given, however, of any action concerning these Bylaws previous to any meeting if the
proposed amendment, repeal or adoption of new Bylaws is one of necessity arising at such meeting,
and is in furtherance of the legitimate aims of the Corporation. For purposes of these Bylaws, the
term “Supermajority” shall mean an at least 2/3rds vote of the total number of the then-current
Directors of the Corporation, not just those Directors present at the Meeting or Special Meeting of
the Board of Directors.
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Once the Board of Directors approves an amendment, repeal, or adoption of new Bylaws,
the amendment, repeal, or proposed new Bylaws shall be placed on the Board of Commissioners’
agenda for review. The amended, repealed, or new Bylaws shall not become effective until approved
by the Board of Commissioners.
ARTICLE XII
SEAL
The Corporate seal, if any, shall have inscribed thereon the name of the Corporation and the
words, “Corporate Seal, Arizona.”
Dated this ___________________ day of ________________________________________, 2017
Housing Authority of Maricopa County
ATTEST:
Gloria Munoz, Clerk of the Board Chairman
Approved As To Form
Attorney for Housing Authority
________________________________________
Irma Hollamby, Secretary for Gem Housing Solutions
________________________________________
Gloria Muñoz, President for Gem Housing Solutions
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