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MAT-SU COALITION ON HOUSING AND HOMELESSNESS

BY-LAWS
ARTICLE I
NAME, PURPOSE, and LOCATION
Section 1. Name. The name of the Coalition shall be the Mat-Su Coalition on Housing and
Homelessness, aka MSCHH.
Section 2. Purpose and a!ues. The core purpose of the Coalition is Housing for the Homeless
and Solutions for Homelessness by advocating for sustainable community solutions to
homelessness in the Matanuska-Susitna Borough. e value advocacy, credibility, cooperation,
and partnerships.
Section ". Location. The principle office!s" shall be located in the Matanuska-Susitna Borough,
at #alley $esidential Services !#$S", %&'( Check Street, Suite %&(, asilla, )laska, **+(,.
ARTICLE II
MEM#ERS$IP
Section 1. Mem%ers&ip. -articipation is open to interested public and private agencies,
organi.ations, groups, businesses and individuals, /ho serve, live in, are employed, or other/ise
have a relationship /ithin the Matanuska Susitna Borough and /ho share the values of the
MSCHH. 0o one shall be discriminated against based on race, religion, age, marital status,
physical ability, se1ual orientation, gender identity, political beliefs, or economic status.
)ll members of the MSCHH /ill sign a Memorandum of )greement !M2)" committing to the
values, vision, and purpose of MSCHH and agreeing to abide by member e1pectations.
$epresentation from the follo/ing nine sectors is strongly encouraged for balance and impact3
homeless4housing providers, the business community, media, schools, families and individuals
impacted by inappropriate housing or homelessness, la/ enforcement, religious organi.ations,
healthcare professionals, and state, local and tribal governmental agencies, and funding agencies.
Section 2. Communit' Mem%ers&ip Coa!ition Meetin(s.
!a" Meetings of the full community coalition shall be scheduled on a bi-monthly basis, at
a convenient location.
!b" The MSCHH Chairman of the 2perating Board /ill run the full coalition meetings or
designate someone else to facilitate the meeting.
!c" )t each meeting the Chairman or a designee /ill keep time, define terms and keep the
meeting focused.
!d" Minutes /ill be kept of all coalition meetings.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
!e" 5n the event that there may be or appears to be a conflict of interest bet/een the
member and the coalition and its activities, the member /ill state the conflict of interest
and e1clude him or herself from participation in the decision.
Section ". )uorum. ) ma6ority of the community members /ith Memorandums of )greement
shall constitute a 7uorum for the transaction of business, any action by the ma6ority of those
present or as outlined in )rticle 8 Section %% shall be the action of the membership. The
0ovember meeting of the community membership shall fill seats for the coming year 2perating
Board. !See )rticle 555, Section 9, subpart e belo/."
ARTICLE III
OPERATIN* #OAR+ MEM#ERS
Section 1. Aut&orit' o, Operatin( #oard mem%ers. The 2perating Board is the policy-
making body and may e1ercise all the po/ers and authority granted to the Coalition by la/.
They /ill /ork /ithin these byla/s and in cooperation /ith the current fiscal host agency,
#alley $esidential Services, aka #$S.
Section 2. +uties. The 2perating Board, under the direction of its Chair, /ill /ork /ith the
MSCHH -rogram :irector to3 individually and 6ointly /ork for the core purpose, values, and
strategies of MSCHH in an advisory capacity to the #$S Board of :irectors. They shall3
!a" :evelop the %&-year strategic plan.
!b" ;ndorse pro6ects that fit the %&-year strategic plan.
!c" -rioriti.e pro6ects that fit into the %&-year strategic plan.
!d" Complete the annual Homeless count.
!e" Conduct a meeting that /ill vote on the 2perating Board in 0ovember.
!f" :evelop tasks forces as needed.
!g" Manage the affairs of this Coalition.
!h" )dopt such policies and procedures for the operation of this organi.ation as may be
consistent /ith the purposes of the Coalition and the By-<a/s, and designed to carry out
the ob6ectives of this Coalition.
!i" )ppoint such committees as it may deem necessary and e1pedient
for the carrying out of the ob6ectives of this Coalition.
!6" ;mploy such person or persons as it may deem necessary for the successful
prosecution of the ob6ectives of this Coalition.
!k" Sign and agree to follo/ the Social Contract.

Section ". Num%er, Se!ection, and Tenure. The 2perating Board shall consist of not less than
seven !'", representing public and private organi.ations /ithin the Matanuska Susitna Borough.
The 2perating Board membership /ill be limited to members of the follo/ing sectors3
homeless4housing providers, the business community, media, schools, families and individuals
impacted by inappropriate housing or homelessness, la/ enforcement, religious organi.ations,
healthcare professionals, and state, local and tribal governmental agencies, and funding agencies.
0ominations for open positions /ill be offered as vacancies occur. 2perating Board
membership tenure shall be indefinite.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012

5ndividual 2perating Board Member $esponsibilities include3
!a" Sign a M2) of commitment to the purpose and vision of MSCHH.
!b" )ttendance at 2perating Board meetings.
!c" Share /ith their organi.ation and constituencies relevant MSCHH activities.
Section -. Resi(nation. $esignations are effective upon receipt by the Secretary of the Coalition
of /ritten notification.
Section .. Remo/a!. )n 2perating Board member /ho has missed t/o !9" consecutive regular
meetings, /ithout notifying the MSCHH Chairman, may have his position declared vacant by a
ma6ority of 2perating Board members present at any regular or special meeting. 5f an 2perating
Board member violates the Social Contract, the violation /ill be discussed = the ne1t 2perating
Board meeting. )fter the discussion the 2perating Board /ill vote on /hether a violation has
been committed. 5f a simple ma6ority agrees then they can determine the severity of the
punishment. This can vary from a /arning to removal from the Board. >ailure to complete the
duties as an MSCHH 2perating Board member, as outlined above, may also be grounds for
removal.
Section 0. acancies. 5f any member of the 2perating Board /ere to die, resign, cease to be a
member of the Mat-Su Coalition on Housing and Homelessness, or be removed, a ma6ority of the
remaining members of the 2perating Board, may nominate and appoint a successor.
Section 1. Re(u!ar Meetin(s and 2aci!itation. The regular meeting of 2perating Board
members shall be held at the principal office of the Coalition or such other place as designated by
the 2perating Board.
>acilitation shall include3
!a" The appointed Chair /ill run all 2perating Board meetings or designate someone else
to facilitate the meeting.
!b" )n agenda /ill be presented to the 2perating Board members one /eek prior to the
regularly scheduled meetings.
!c" )t each meeting the Chair /ill have someone3 record minutes, keep time, define terms
and maintain focus to the agenda.
!d" 5n the event that there appears to be a conflict of interest bet/een an 2perating Board
member and this coalition and its activities, the voting member /ill state the conflict of
interest and e1clude themselves from participating in the decision.
!e" -rimary decision making /ill be made by consensus. 5f it cannot be reached,
decisions /ill be based on a simple ma6ority vote.
!f" ?uorum for decision making at a meeting is (&@ plus !%" of the current 2perating
Board members.
Section 3. Specia! Meetin(s. Special Meetings of the 2perating Board or Aeneral Members of
the Coalition may be called by the chairperson or upon /ritten re7uest of at least five !("
members. 0otice of the hour, date and place and purpose of any special meetings of the
2perating Board or the general members of the coalition shall be given in /riting to the -rogram
:irector and must be received by each member at least t/o days before the scheduled date for
such special meetings. 0o business other than specified in the notice may be transacted at any
special meeting of the 2perating Board meeting.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
Section 4. )uorum. ) 7uorum shall consist of a ma6ority of the number of positions filled on
the 2perating Board attending in person or through electronic means. )ll decisions /ill be by
ma6ority vote of those present at a meeting at /hich a 7uorum is present. 5f less than a ma6ority
of the operating Board members is present at said meeting, a ma6ority of the operating Board
members present may ad6ourn the meeting on occasion /ithout further notice.
Section 15. Action 6it&out a Meetin(. )ny action re7uired or permitted to be taken at a
meeting of the 2perating Board !including amendment of these Byla/s" or of any committee
may be taken /ithout a meeting if all the members of the Board or committee consent in /riting
or by email to taking the action /ithout a meeting and to approving the specific action. Such
consents shall have the same force and effect as a unanimous vote of the Board or of the
committee as the case may be.
Section 11. Meetin(s %' Te!ep&onic, E!ectronic or Ot&er Communication 2aci!it'. )n
2perating Board member may participate in a meeting of the Board or of a committee of the
Board by electronic means, telephone or other communication facilities that permit all persons
participating in the meeting to hear or communicate /ith each other simultaneously. )n
2perating Board member participating in such a meeting in such manner shall be considered
present at the meeting.
Section 12. Emai!7Mai! ote. 5f state la/ permits, an email or mail vote by the Board is
permitted for emergency4urgent issues.
!a" ?uestions may be submitted through the mail !email if each member of the
2perating Board has email" to all members of the Board.
!b" 5f a 7uorum is received, a ma6ority of votes received /ithin ( days from the date
submitted decides the 7uestion. $ecord of the vote /ill be recorded in the
BoardBs minutes. The action must be reported at the ne1t Board meeting. This
has the same effect as taking a vote at the meeting.
Section 1". Reim%ursement. 2perating Board members shall serve /ithout compensation /ith
the e1ception that e1penses incurred in the furtherance of the CoalitionBs business are allo/ed to
be reimbursed /ith documentation and prior approval.
Section 1-. Con,!ict o, Interest. 2perating Board members shall not vote on a 7uestion in
/hich they have a conflict of interest.
ARTICLE I
O22ICERS
Section 1. O,,icers. The officers of the Coalition shall be a Chair and a Chair elect, and such
other officers as the 2perating Board may from time to time determine.
Section 2. Appointment o, O,,icers. The officers of the Coalition shall be elected by the
2perating Board at the first meeting of a ne/ year, or in the case of vacancies, as soon thereafter
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
as possible. 0e/ offices may be created and filled at any meeting of the 2perating Board.
Section ". Terms o, O,,ice. Terms of office shall be one year !calendar year".
Section -. Resi(nation. $esignations are effective upon receipt by the Secretary of the Board of
a /ritten notification.
Section .. Remo/a!. )n officer may be removed by the 2perating Board at a meeting, or by
action in /riting pursuant to Section %&, /henever in the BoardBs 6udgment the best interests of
the Coalition /ill be served thereby. )ny such removal shall be /ithout pre6udice to the
contractual rights, if any, of the person so removed.
Section 0. C&air. The Chair shall be an 2perating Board member of the Coalition and /ill
preside at all meetings of the 2perating Board. The Chair shall call special meetings /henever
necessary. The Chair shall be the direct supervisor to the -rogram :irector. The Chair shall
appoint committees, e1cept nominating, /ith Board approval. The Chair shall be e1-officio on
all committees e1cept nominating. The Chair shall perform all duties attendant to that office,
sub6ect, ho/ever, to the control of the 2perating Board, and shall perform such other duties as on
occasion shall be assigned by the 2perating Board. The Chair shall also attend meeting of the
>iscal )gent, #$S, as re7uired.
Section 1. C&air E!ect. The Chair-;lect shall be an 2perating Board member of the Coalition
and /ill preside at meetings of the 2perating Board in the absence of or re7uest of the Chair. The
Chair ;lect shall perform other duties as re7uested and assigned by the Chair, sub6ect to the
control of the 2perating Board. The Chair ;lect may serve as Chair the follo/ing year of his4her
election to Chair ;lect.
Section 3. 2isca! $ost A(ent. The fiscal host shall be #alley $esidential Services !#$S" and
they /ill do the follo/ing for MSCHH3
!a" Be the recipient of federal, state and other grant monies generated by and directed to
the Mat-Su Coalition on Housing and Homelessness.
!b" -rovide fiscal management and oversight as re7uired by individual funders.
!c" -rovide staff to support the efforts of the MSCHH.
!d" Share /ith the MSCHH Chairman supervisory support for the MSCHH -rogram
:irector.
ARTICLE
A+ISOR8 #OAR+S AN+ COMMITTEES
Section 1. Esta%!is&ment. The 2perating Board may establish one or more )dvisory Boards or
Committees.
Section 2. Si9e, +uration, and Responsi%i!ities. The si.e, duration, and responsibilities of such
Boards and committees shall be established by a ma6ority vote of the 2perating Board.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
Section ". Standin( Committees. The 2perating Board may establish Standing Committees
such as -ersonnel, Campaign, Strategic -lanning, >inancial, 0ominating, or other such
committees as the 2perating Board may from time to time determine.
ARTICLE I
+UT8, STAN+AR+ O2 CARE, AN+ IN+EMNI2ICATION
Section 1. +ut' and Standard o, Care. ;very 2perating Board member and officer of the
Coalition in e1ercising his or her po/ers and discharging his or her duties shall3
!i" act honestly and in good faith /ith a vie/ to the best interests of the Coalition,
and
!ii" e1ercise the care, diligence and skill that a reasonably prudent person /ould
e1ercise in comparable circumstances.
0o 2perating Board member or officer for the time being of the Coalition shall be liable for the
acts, receipts, neglects or defaults of any other 2perating Board member or any officer or
employee, or for 6oining in any receipt or act for conformity, or for any loss, damage or e1pense
happening to the Coalition through the insufficiency or deficiency of title to any property
ac7uired by the Coalition or for on behalf of the Coalition or for the insufficiency or deficiency
of any security in or upon /hich any of the monies of or belonging to the Coalition shall be
placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous
act of any person, firm or Coalition including any person, firm or Coalition /ith /hom or /ith
/hich any monies, securities or effects shall be lodged or deposited, or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings /ith any
monies, securities or other assets of or belonging to the Coalition or for any other loss, damage
or misfortune /hatsoever /hich may happen in the e1ecution of the duties of his or her
respective office or trust or in relation thereto unless the same shall happen by or through the
failure of the 2perating Board member or officer to e1ercise the po/ers and to discharge the
duties of office honestly and in good faith /ith a vie/ to the best interests of the Coalition and to
e1ercise the care, diligence and skill that a reasonably prudent person /ould e1ercise in
comparable circumstances.
)n 2perating Board member is not liable for any breach of duty to the Coalition if the 2perating
Board member relies in good faith on3
!i" >inancial statements of the Coalition represented to the 2perating Board member by
an officer of the Coalition or in a /ritten report of the auditor of the Coalition fairly to reflect the
financial condition of the Coalition, or
!ii" )n opinion or report of a la/yer, accountant, engineer, appraiser or other person
/hose profession lends credibility to a statement made by such person.
)n 2perating Board member or officer shall not be held liable for a breach of the duty other/ise
imposed by Section % if the 2perating Board member or officer has, in committing the breach,
acted honestly and reasonably and ought fairly to be e1cused from such liability, as determined
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
by the Board, such assessment to be made /ith a particular vie/ to the voluntary nature of his or
her service as an 2perating Board member of the Coalition, if applicable.
Section 2. Indemni,ication. ;very member of the 2perating Board, officers or employees of the
Coalition may be indemnified by the Coalition against all e1penses and liabilities, including
counsel fees, reasonably incurred or imposed upon such members of the Board, officer or
employee in connection /ith any threatened, pending, or completed action, suit or proceeding to
/hich she4he may become involved by reason of her4his being or having been a member of the
Board, officer, or employee of the Coalition, or any settlement thereof, unless ad6udged therein to
be liable for negligence or misconduct in the performance of her4his duties. -rovided, ho/ever,
that in the event of a settlement the indemnification herein shall apply only /hen the Board
approves such settlement and reimbursement as being in the best interest of the Coalition. The
foregoing right of indemnification shall be in addition and not e1clusive of all other rights /hich
such member of the Board, officer or employee is entitled.
ARTICLE II
A+MINISTRATION
Section 1. 2isca! 8ear. The fiscal year of the Coalition shall be set by the >iscal )gent, #$S,
but may be changed by resolution of the 2perating Board.
Section 2. Procedures. 5n all matters of procedure not other/ise herein provided for, $oberts
$ules of 2rder, $evised ;dition, shall prevail.
Section ". C&ec:s, +ra,ts, Etc. )ll checks, orders for the payment of money, bills of lading,
/arehouse receipts, obligations, bills of e1change, and insurance certificates shall be signed or
endorsed by such officer or officers or agent or agents of the Coalition and in such manner as
shall from time to time be determined by resolution of the 2perating Board or of any committee
to /hich such authority has been delegated by the Board. #alley $esidential Services shall act as
the fiscal host for MSCHH.
Section -. +eposits and Accounts. )ll funds of the Coalition, not other/ise employed, shall be
deposited in a timely manner in general or special accounts in such banks, trust companies, or
other depositories as the 2perating Board or any committee to /hich such authority has been
delegated by the Board may select, or as may be selected by the Chair or by any other officer or
officers or agent or agents of the Coalition, to /hom such po/er may from time to time be
delegated by the Board. >or the purpose of deposit and for the purpose of collection for that
account of the Coalition, checks, drafts, and other orders of the Coalition may be endorsed,
assigned, and delivered on behalf of the Coalition by any officer or agent of the Coalition.
Section .. In/estments. The funds of the Coalition may be retained in /hole or in part in cash
or be invested and reinvested on occasion in such property, real, personal, or other/ise, or stock,
bonds, or other securities, as the 2perating Board in its sole discretion may deem desirable,
/ithout regard to the limitations, if any, no/ imposed or /hich may hereafter be imposed by la/
regarding such investments, and /hich are permitted to organi.ations e1empt from >ederal
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012
income ta1ation under Section (&%!c"!8" of the 5nternal $evenue Code.
Section 0. #oo:s and Records. Correct books of account of the activities and transactions of the
Coalition shall be kept at the office of the Coalition or at a designated area by the 2perating
Board. These shall include a minute book, a copy of these Byla/s, and all minutes of meetings
of the 2perating Board.
ARTICLE III
PRO$I#ITE+ ACTIITIES
Section 1. Acti/ities to ;eopardi9e ta< e<empt status. 0othing herein shall authori.e this
Coalition, directly or indirectly, to engage or include among its purposes any activity other than
those for /hich 7ualification /ould be granted as a ta1 e1empt entity under Sections (&%!c"!8"
and (&*!a"!%", !9" or !8" of the 5nternal $evenue Code of
%*(,, or any activity /hich /ould 6eopardi.e the non-profit business status of the entity under
the la/s of the State of )laska.
Section 2. Po!itica! Campai(ns. 0o substantial part of the activities of this Coalition shall be for
the purpose of carrying on propaganda or other/ise attempting to influence legislation. 0one of
the activities of this Coalition shall consist of participating in, or intervening in !including the
publishing or distribution of statements", any political campaign on behalf of any candidate for
public office.
Section ". Non=c&arita%!e Support. 0o part of the net earnings of this Coalition shall inure to
the benefit of any private shareholder or any individual. The property of this Coalition is
irrevocably dedicated to charitable purposes and upon li7uidation, dissolution or abandonment of
the o/ner, after providing for the debts and obligations thereof, the remaining assets /ill not
inure to the benefit of any private person but /ill be distributed to a non-profit fund, foundation
or Coalition /hich is organi.ed and operated e1clusively for charitable purposes and /hich has
established its ta1-e1empt status under Sections (&%!c"!8" and (&*!a"!%", !9" or !8" of the 5nternal
$evenue Code of %*(,.
ARTICLE I>
AMEN+MENT O2 #8LA?S
Section 1. Amendement. These By-<a/s are not an e1pressed or implied contract. The rules
described herein are sub6ect to change. The adoption of and amendments to these By-<a/s shall
re7uire the consensus vote of a ma6ority of the Coalition 2perating Board. The proposed or
amended By-<a/s shall be sent to all members of the Coalition Committee at least fourteen
/orkings days in advance of said meeting. The #$S Board /ill be notified follo/ing any
amendments or adoptions.
Section 2. Re/ie6. MSCHH 2perating Board /ill revie/ these By-<a/s on an annual basis.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012

$evised and )dopted by the MSCHH 2perating Board on March %(, 9&%9.
By-Laws Mat-Su Coalition on Housing and Homelessness Revised 3/2012

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