SHFC Bylaws Review and Update

Rebecca Webber

Dear Colleagues, I am posting in my capacity as the Chair of the Governance, Finance, and Administration Committee to let you know that GFA is undertaking a comprehensive review of our bylaws.

Our bylaws were last updated in 2021 to add two additional board seats but I doubt there was a comprehensive review at that time because the bylaws do not match our procedures and are not compliant with the Texas Open Meetings Act.

Examples of how our bylaws are inconsistent with our current procedures:
Our bylaws have an arcane and needlessly complicated method for each director to allow staff to email that director with notices. The default is USPS or hand delivery. There is even a procedure for getting notice by telegram.

Example of how our bylaws are inconsistent with Texas law:
As we all know, we are required by the Texas Open Meetings Act to give the public advance notice of our meetings and our agendas. Our bylaws state: “Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.” If we were to follow this procedure, we would be in violation of Texas law.

GFA has taken a first pass at redlining the current bylaws. We’re asking staff to do the next review and report back to GFA in November. Please review GFA’s proposed changes and let me know if you have any additional proposed changes to incorporate. https://www.dropbox.com/scl/fi/gube5rh47ahl2y0jly3b7/SHFC-bylaws-as-in-effect-October-5-2021-GFA-redline-9-20-24.docx?rlkey=1nb2se9ecsb5w4shpcvz8iybp&dl=0

Warmly,
Rebecca Webber

Jan Wenig

Thank you GFA for your work on updating the SHFC Bylaws! It will be helpful not only to all of us, but to the new hires that our ED is bringing on board next month. In that light, I read the bylaws as though I were new to SHFC and the Board. I think it might be helpful to have some introductory definitions about SHFC's Legal Status as an HFC under State of Texas Law, Section 394.015(d). HFC's are defined as a public instrumentality and a nonprofit corporation. (i.e) we are not considered municipalities, counties or other political corporations or subdivisions of the State of Texas. This means we do not need to comply with TOMA, but we have chosen to adhere to it based on our values. Does it add any clarity if we use language like 'adhere to' rather than 'comply with' TOMA? without the context, though, I think the point might be lost. However we achieve it, I think providing our legal status would be helpful.

A few other small points: In section 4.1 re: Officers of SHFC; last year the Board discussed that the Secretary and the Treasurer are typically assigned to the ED and the CFO respectfully. (per info provided by other members of TALHFA). We assigned those roles to our Interim Exec Director at that time.

Finally, I also wanted to comment on Section 4.3 re: Vacancies. It reads 'Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors'. We have had 2 resignations during my tenure, the most recent was this past February. The resignations were tendered to both the Chair of SHFC and IGR. In both cases IGR followed their process for filling the vacancy by appointment of County Commissioners Court. I may be reading this too narrowly. Does 'filled by the Board of Directors' also cover having the County Commissioner's Court appoint a replacement following a protracted process initiated by IGR?. I'm unclear. The current process has taken over 6 months to get to the interview stage, which I believe is scheduled at County Court during our next Board meeting. I doubt there is much we can do to fill the vacancies more swiftly, but I suppose if it lies with IGR, we could always ask.

Thanks again! Your edits are very helpful!

Julio Gonzalez Altamirano

Thank you, GFA & Director Webber for the considerable work y'all have put into cleaning up our bylaws.

I've built upon your effort with an additional markup. Here are the substantive changes:

In (S) 4.5, I've changed the description of the role of the President to align with being the leader of oversight/policymaking/governance as opposed to the current CEO language.

I've adjusted the tenant representative criteria to better reflect our post-Rosemont period and likely medium-term needs.

I clarified in (S) 4.1 that the Treasurer/Secretary may be a director or staff and that (S) 4.3 refers to officer vacancies.

There's a bit more flushing out of the compensation approach in (S) 6.5 to give us the option to provide mobility and child care/other care allowances for expenses in those categories instead of waiting for reimbursement. In the past I've mentioned my interest in establishing these allowance for our tenant reps as the default so as to remove those barriers to participation and establishing some kind of income/wealth eligibility guideline for the other Directors.

While I accepted all of the changes made in the GFA redline, I did put back the limit on 2 consecutive years on ExCom. I think it's good to force the leadership transitions and get new folks in there, though I could be convinced to increase the limit to 3 years or such. But it's not a strong preference either way!

You can definitely view (and edit if you are logged in with your SHFC MS365 account) my updated version here:

SHFC_bylaw_revision_amended_GFA_10-07-24

Vella Karman

bylaws-proposed-edits-summary-111324.docx

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draft-revised-bylaws-last-rvsd-111324-clean.docx

51kB

draft-bylaws-combined-redline-111324.docx

69kB

Attachments include a summary of proposed revisions, a clean version of most recent, and a combined redline version. Additional proposed edits and comments welcome.

Julio Gonzalez Altamirano

Thank you for providing these versions, Ms. Karman. The edits summary is particularly valuable. After reviewing these documents I believe the latest revision is ready for action by the Board. I would like it placed as a consent item on our agenda for our November regular Board meeting.

Vella Karman

bylaws-proposed-edits-summary-111424.docx

20kB

draft-bylaws-combined-redline-111424.docx

68kB

draft-revised-bylaws-last-rvsd-111424-clean.docx

55kB

These updated versions, as of today, 11/14, include one change: retaining the original language on the limit of 2 consecutive years on Exec Com (as indicated in President Julio Gonzalez Altamirano's Oct 7th post).