Present: Richard, McAllen, Hannah, Jamie, Ryan, Donny(facilitator), Barak, Russ, Serene, Burgess, Paul, Rebecca(minutes), Corey, Vaidy
Lincoln - 2nd meeting - accepted
Change the verbiage from “straw poll” in the last minutes; accepted
(Hannah) Make the following changes to CHEA's Bylaws: Article IV “Board of Directors” Section 2 “Number” currently reads:
“The Board shall consist of at least 2 Directors chosen from each CHEA house. In the case of there being only one (1) CHEA house, a third member will be elected from that house. At no time shall the Board consist of fewer than 3 Directors. If at any time these Bylaws are amended to reduce the number of Directors on the Board, such amendment shall not have the effect of shortening the term of any incumbent Director.”
“The Board shall consist of: Four (4) Member Directors, or two Member Directors per CHEA house, whichever is greater - two Directors elected by the membership and from the membership of each CHEA house; or in the event there is only one CHEA house in existence, four Member Directors will be elected from that house Three (3) Non-Member Directors - three Directors elected by the general membership who support the cooperative and affordable housing mission of the Corporation.
At no time shall the Board consist of fewer than 3 Directors. If at any time these Bylaws are amended to reduce the number of Directors on the Board, such amendment shall not have the effect of shortening the term of any incumbent Director.”
Article IV Section 3 “Qualifications and Elections” currently reads:
“Directors shall be elected at the conclusion of the preceding Directors term. Voting members in good standing may nominate persons, provided that all such nominees shall be members in good standing.”
“Directors shall be elected at the conclusion of the preceding Directors term. Voting members in good standing may nominate persons, provided that all such nominees for Member Directors shall be members in good standing and all such nominees for Non-Member Directors support the cooperative and affordable housing mission of the Corporation.”
Article IV Section 9 “Quorum” currently reads: “At all meetings of the Board, the presence of a majority of the number of Directors in the office shall be necessary and sufficient to constitute a quorum for the transaction of business.”
“At all meetings of the Board, the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. A minimum of two Member Directors are required to constitute quorum. If a majority of Member Directors at a meeting vote against a proposal, the proposal shall not pass. “
Article V Section 1, “Elected Officers” currently reads:
The elected officers of the Corporation shall be a Chair, a Secretary, a Treasurer, and a Human Resources Officer. Suggested change: “The elected officers of the Corporation shall be a Chair, a Secretary, a Treasurer, and a Human Resources Officer. and a Community Representative.”
Article V Section 9 “Community Representative” currently reads:
“The general membership of CHEA shall elect a non-member of CHEA to serve as a voting Director with the same assumed rights and responsibilities as the other Directors enumerated in these bylaws.” Suggested change: Strike this section
Item tabled due to lack of time.
(Richard) Allocate three hours to Expense Bookkeeper.
POI: It's more than 2 hours per week of work.
POI: I've done both jobs, and we have a lot of maintenance expenses so that puts more work on the expense bookkeeper. This work being done incorrectly could cost us thousands of dollars, so it's important to get it done right.
POI: There's definitely more of a workload than there has been in the past.
(Hannah) The Community Housing Expansion of Austin (CHEA) should pursue a partnership with ROC-USA to become a Certified Technical Assistance Partner (CTAP) and to assist manufactured home communities with becoming democratic, member-owned communities. To become a CTAP, CHEA should allocate no more than $7500 from the CHEA general funds as start-up funds for the CTAP line of business.
POI: to be succinct, the moibile home community across the street wants to be a coop, but they need the financing, startup model, and guidance of a local partner. this project is fully funded. we will be hiring full time staff for this project, but the longevity of the position depends on us continuing to expand. the mobile home community is aggressive, and this is a big move by CHEA to promote affordable housing. The $7500 would not affect rent, or LaRe's budget or funds; it would be more of a good faith showing and a way to leverage for making affordable housing a reality. We have an “out” at 3 years and 10 years, so if this doesn't work out we can get out. This will not endanger CHEA's ability to house people now.
POI: the opportunity here is to partner with a very historically successful organization and professionalize and grow.
POI: 2 years ago at the general member meeting, we made a 5 year plan to help another coop, and here is our goal brought to us on a silver platter!
CQ: Did we hire a lawyer to find out how will affect our nonprofit status?
POI: we will before we sign anything.
POI: even if we approve this tonight, we still have many steps before being CTAP certified. this is just the green light to begin the process.
POI: we will not hire staff people without having money dispersed from ROC in order to pay them.
CQ: If we left at the 3 or 10 year window, would the $7500 be returned?
POI: No, it would likely be spent.
POI: It seems like a no brainer opportunity.
CQ: Is sasona's agenda item the same? (yes) we should give another week's attention to this agenda item.
C: I am concerned this pursuing a different business model that we do not have the expertise to complete. It might endanger our nonprofit status.
DR: The other CTAPS are all CTAPS. I think there's zero threat of it endangering out nonprofit status.
DR: Our tax status is depndent on the safe harbor clause, which is partially based on the amount of property that we have, and we are not sure how this affect our tax status.
C: I am concerned this will increase stagnation in the CHEA coops while the main focus goes on the ROC side of the business. sometime along the way, retention of knowledge within coops was lost as a goal, and i don't see that being the priority again with this new project beginning.
C: I'm wondering about the practical concerns of the board in being able to pull this off. this seemed like it might not have happened without volunteer help, and sasona board members seem to change a lot.
POI: I agree with a lot of the concerns, but voting yes tonight is just a vote to continue pursuing this and continue trying to address the concerns.
POI: The last time we stepped up as an entity was when we got LaRe, and people thought it wouldn't succeed. but i think this will not reduce our functioning just like lare did not reduce functioning like some people anticipated it would.
DR: this is not the same as when Chea bought lare. this will require us to keep expanding.
POI: It seemed like we could leverage the new expertise to help us back here at our own coops.
POI: this would be a meaningful way we could promote diversity.
C: This seems like a great opportunity, but there are many unknowns. We need to strengthen our board to take this on.
C: the last company in texas to get ctap did not expand as fast at roc wanted to, and pulled out. is this the case?
DR: they dropped out to focus on their primary mission, and they took on 4 states.
poi: because we have outside influence on our finances, there's external security that will prevent us from getting in too deep of a hole.
Does not pass
C: This is a side business. It would take attention away from the houses. If we started it as a separate nonprofit, that would alleviate my concerns.
POI: I would like to propose a friendly amendment that we talk to an attorney about our nonprofit status.
C: We're not in an institutionally stable place to pursue this.
poi: it being a new business is exactly what we're voting on, so being concerned that this is a side business is not germane.
poi: the board has not neglected the houses since the start of this project. all needs were addressed.
c: I feel like people have been eschewing the democratic process in proceeding this.
poi: making this a separate business does not eliminate risk, but eliminates the benefits.
Amendment to revisit within 3 years after contract signing between roc, chea board and membership, and our legal team to discuss creating another nonprofit to focus exclusively on the work the ctap.
Proposed amendment to postpone voting for 6 months, during which time we expect to have board meeting agendas and minutes posted to build trust with the board.
poi: 6 months might be a little long.
dr: 3 months?
dr: what if we could keep pursuing this, but there's something that happens at 3 months or 6 months that puts the brakes on things, but allows us to pursue the contract in the meantime.
dr: wouldn't we be at staff hiring and grant acceptance time at that point? wouldn't it be late to but the brakes on?
dr: yes, it would be a little late.
poi: if the above amendment doesn't change someone's block, then we shouldn't pass it.
C: I don't see a way to reconcile my concerns without making the irreversible decision to go forward.
dr: We could pursue the contract without actually signing it for a few months,
cq: what is it that the board is not addressing?
dr: systemic issues.
Item does not pass. item is tabled.
(McAllen) Allow McAllen to enter into a second payment plan agreement due to his being temporarily broke as a joke this summer before he gets his full-time teaching job in August.
POI: McAllen would like to go on a payment plan due to work he expected not being available.
CQ: In what fashion would you make up the back due rent?
POI: I would pay 2 payment plans at once.
CQ: Is it for May's rent?
POI: No, February or March.
POI: The payment plan started at the beginning of April, and was signed on the 10th of March.
FA: We will extend McAllen's lease by 6 months.