Inland Equity Community Land Trust is a Non-profit Incorperated in California in 2020

Mission Statement:

Inland Equity Community Land Trust is dedicated to the social and charitable development and preservation of high-quality, affordable and environmentally sustainable housing so people can thrive in the community where they live and work. When feasible, the Corporation will use long-term land use restrictions and long-term ground leases as a tool to provide and preserve affordable rental and ownership housing and to create homeownership opportunities for people who fall under the Department of Housing and Urban Development’s definition of “housing cost burdened” as defined in 2018.

Tax ID: 84-4985523

MPIN: IECLT4444

Inland Equity Community Land Trust Bylaws

 

BYLAWS

 

Of Inland Equity Community Land Trust

a California Nonprofit Corporation

 

ARTICLE I.

NAME AND PURPOSES

 

Section 1.01    Name: 

The name of the Corporation is Inland Equity Community Land Trust.

 

Section 1.02    Purpose:  

The Corporation is organized for the following purpose(s):

 

    (a)  Inland Equity Community Land Trust is dedicated to the social and charitable development and preservation of high-quality, affordable and environmentally sustainable housing so people can thrive in the community where they live and work. When feasible, the Corporation will use long-term land use restrictions and long-term ground leases as a tool to provide and preserve affordable rental and ownership housing and to create homeownership opportunities for people who fall under the Department of Housing and Urban Development’s definition of “housing cost burdened” as defined in 2018. 

 

    (b) This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this corporation may make payments of reasonable compensation for services rendered.

 

    (c) The corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office to an extent that would disqualify it from tax exemption under section 501 (c)(3) of the Internal Revenue Code.  

 

    (d) The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

 

    (e) Notwithstanding any provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

 

ARTICLE II.

OFFICES AND REGISTERED AGENT

 

Section 2.01    Principal Place of Business:  

The principal place of business of the Corporation is located in Riverside, California. The Corporation may have such other offices, either within or without the State of California, as the Board may determine or as the affairs of the Corporation may require from time to time.

 

Section 2.02    Registered Office and Registered Agent:  

The Corporation shall have and continuously maintain in the State of California a registered office and a registered agent whose office is the Corporation’s registered office, as required by the California Business Organizations Code.

 

(a)  Acceptance of Appointment. The Registered Agent shall provide written Consent to Serve as Registered Agent pursuant to California Business Organizations Code §5.201(b). The written consent shall be maintained in the records of the Corporation.

 

(b)  Registered Office. The registered office may, but need not, be identical to the principal office of the Corporation in the State of California, and the address of the registered office may be changed from time to time by the Board in accordance with applicable law.  

 

ARTICLE III.

AUTHORITY AND DUTIES OF DIRECTORS

 

Section 3.01    Authority of Directors:  

The Board of Directors (“the Board”) is the policy-making body and may exercise all the powers and authority granted to the Corporation by law. The Board shall oversee the Corporation’s operations.

 

Section 3.02    Number of Directors:  

The Board shall consist of no more than fifteen or fewer than three (3) Directors. The number of Directors may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of Directors shall not remove a Director from his or her position as a Director prior to the expiration of his or her term of office.  At all times, the majority of the members of the Board of Directors shall be appointed by Resolution of the Board of Directors of the Corporation.  In the event that the number of Directors is zero, a nominating committee may appoint Directors to serve until the next meeting of the Board of Directors.

 

Section 3.03    Election and Term of Directors:

 

(a)    Directors shall be elected at each Annual Meeting of the Board of Directors, each Director shall hold office for a term of two years and until his or her successor has been elected and qualified; however, Directors shall be elected so that the terms of approximately one-half ­of the Directors shall expire in alternate years.  Directors may serve consecutive terms.  

 

(b)    The Board shall set the number of Directors to be elected at each Annual Meeting. At least one third of the Board of Directors membership will be made up of an IE CLT tenant or IE CLT homeowner representatives as soon Inland Equity Community Land Trust has a CLT tenant or CLT homeowner. Should the number of Directors increase, not less than 30% of the Board of Directors shall be comprised of current low-to-moderate IE CLT tenants or IE CLT homeowners of the Corporation.  IE CLT tenant or IE CLT homeowner representatives shall be from a household with an income that is at or below eighty percent (80%) of the median family income for Riverside and San Bernardino counties. 

 

Section 3.04    Resignation and Removal:  

Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. One or more Directors may be removed at a meeting called for that purpose, with or without cause, by a majority vote of the entire Board. If a Director fails to attend three consecutive meetings of the Board, the Board shall evaluate the Director’s contribution to the work of the Corporation, his or her reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the Corporation, may declare the position vacant.

 

Section 3.05    Vacancies:  

Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board.  A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.

 

Section 3.06    Meetings:  

The Board shall hold at least (1) regular meeting annually, which shall be known as the Annual Meeting, and any other regular meetings to be designated by the President in a notice to the Board. Special meetings may be called by any two (2) Directors by way of telephone or written notice, including notice by email. The notice of any meeting shall state the date, time, and place of such meeting.

 

Section 3.07    Notice and Waivers of Notice:  

Notice of each regular meeting of the board must be given at least one-week prior notice to the date of the meeting. Whenever notice is required to be given to any Director under any provision of law or these Bylaws, a written waiver signed by each Director entitled to such notice, whether before or after the time stated in the notice is equivalent to giving notice. The presence of any Director at a meeting, whether in person or by telephone conference who does not object to the lack of notice is considered to have waived notice of the meeting.

 

Section 3.08    Quorum and Voting:  

Unless a greater proportion is required by law, a quorum is a majority of the total number of Board members in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present.

 

Section 3.09    Action Without a Meeting:  

Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such forms of consent shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

 

Section 3.10    Participation in Meeting by Conference Telephone:  

Any or all members of the Board may participate in a meeting by conference telephone or similar communication equipment, so long as members participating in such a meeting can hear one another, and such participation shall constitute presence in person at the meeting.

 

Section 3.11    Compensation of Directors:  

Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation.

 

ARTICLE IV.

COMMITTEES

 

Section 4.01    Composition:  

The Board may designate committees and appoint committee members. Committees shall consist of at least two (2) individuals. Those committees which exercise the authority of the Board shall consist only of Directors. An Executive Committee established under this paragraph, having and exercising the full power of the Board must consist of a minimum of three (3) Directors.

 

Section 4.02    Procedures & Authority:  

For both types of committees, the Board may make provisions for appointment of the Chair, establish procedures to govern their activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the Corporation.

 

Section 4.03    Non-delegation of Fiduciary Duty:  

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.

 

Section 4.04    Establishment of Inland Equity Partnership Transfer Committee:

 

  1. The Board shall commit to honor the MOUs, grant agreements and contracts currently in place with Inland Equity Partnership under Community Partners.  The Board shall establish a committee to facilitate the transfer of Inland Equity Partnership into the Inland Equity Community Land Trust titled the “Inland Equity Partnership Transfer Committee.”  
    1. The Inland Equity Partnership Transfer Committee shall exist until the fulfilment of the existing MOUs, grant agreements and contracts with Inland Equity Partnership under Community Partners as of August 1st of 2020. 
    2. The Board shall grant the Inland Equity Partnership Transfer Committee all necessary authority to fulfill the existing MOUs, grant agreements and contracts under Community Partners as of August 1st of 2020.
    3. The Board shall establish Inland Equity Partnership as a fiscally sponsored organisation of Inland Equity Community Land Trust with the same MOU that exists between Inland Equity Partnership and Community Partners. The fiscal sponsorship of   Inland Equity Partnership can be ended or amended with the end of the Inland Equity Partnership Transfer Committee.
    4. The Inland Equity Partnership Transfer Committee shall end when there are no more MOUs, grant agreements, contracts or grant reports from Community Partners and the Board is notified. 
    5. As of July 3rd 2020, Inland Equity Partnership will not apply for grants, enter into MOUs or contracts under Community Partners. There are two grant applications pending that, if received, will be included under the Community Partners Tax ID. 
    6. As of July 3rd 2020, Inland Equity Partnership will use Inland Equity Community Land Trust’s Tax ID for all grant applications and donations. 
  2. The Inland Equity Partnership Transfer Committee shall consist of three members selected by the Board on July 3rd 2020 and shall serve on the committee until the transfer is complete. 

 

ARTICLE V.

AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES

 

Section 5.01    Officers: 

The officers of the Corporation shall be a President, Secretary, and Treasurer, and such other officers as the Board may designate.  Two (2) or more offices may be held by the same person, except the offices of Secretary and President.

 

Section 5.02    Election of Officers;  Terms of Office:  

The Board Officers shall serve 2-year terms, and shall be elected at the Annual Meeting each year.  The terms of office shall expire at the next succeeding Annual Meeting and shall be filled by the Board, at a meeting or by action in writing pursuant to Section 2.09 for a term expiring at the next succeeding Annual Meeting.  Officers shall be eligible for reelection.

 

Section 5.03    Powers and Duties of Officers:  

Subject to the control of the Board of Directors, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.

 

(a)    President:  

The President shall preside at all meetings of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board of Directors.

 

(b)    Secretary:  

The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary.  

 

(c)     Treasurer:  

The Treasurer shall be responsible for all funds and securities of the Corporation.  He or she shall keep complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit money and other valuable property of the Corporation in the name and to the credit of the Corporation in banks or depositories designated by the Board of Directors. Whenever required by the Board of Directors, the Treasurer shall prepare and provide a statement of accounts.  The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all other duties incident to the office of Treasurer, subject to the supervision of the Board.  If required by the Board, the Treasurer shall give such bond or security for the faithful performance of his or her duties, for which the Treasurer shall be reimbursed.

 

(d)    Vice President: 

The Vice President acts as president when the president is not able. The Vice President votes in the Board meetings and counts as part of the quorum. The Vice President supports the president by assuming the role of president temporarily when the president is not present. The Vice President has the duty to inspire members to volunteer, take on vital responsibilities and to serve on the Board.

 

(e) Parliamentarian:

The Parliamentarian Acts as judge interpreter of  the bylaws. The Parliamentarian votes in the Board meetings and counts as quorum. The Parliamentarian is responsible for adjudicating interpretations of the bylaws for the organization and keeps copies and disperses copies of the bylaws.

 

(f)  Advisory Board 

Advisory Board board members vote in Board meetings and count as part of the quorum. Advisory Board members shall be responsible for the Advisory Board category duties in at least one Advisory Board role.  Advisory Board roles are fundraising, communications, program management, financial management and program evaluations. Advisory Board members can be nominated by other board members (including other advisory board members) and Inland Equity Community Land Trust staff. Advisory Board nominees must be approved by a majority vote of the rest of the Board members. Advisory Board members do not vote on the inclusion of other Advisory Board nominees.

 

  • Advisory Board Fundraising Role: To help with organizational fundraising by hosting events, securing  donations, identifying grant opportunities and to be an ambassador to insure programs are fully resourced.
  • Advisory Board  Communications Role: To serve as an official liaison between Inland Equity and other organisations, members and the public at large and to promote events and publicise programs. 
  • Advisory Board  Program Management: To work with program staff to ensure programs meet the commitments outlined in MOUs, grant commitments and contracts.
  • Advisory Board  Financial Management: To provide sound financial advice, direction and oversight for the resources and programs of Inland Equity. 
  • Advisory Board  Program Evaluations: To identify parts of programs that are working well and/or poorly, and initiate the discussion, with the staff and the Board, about what can be changed to help the program better meet its intended goals and objectives.

 

Section 5.04    Resignation:  

Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.

 

Section 5.05    Removal: 

One or more officers may be removed by the Board at a meeting called for that purpose, with or without cause.

 

Section 5.06    Vacancies:  

Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board for the remainder of the unexpired term.

 

Section 5.07    Executive Director:  

The Board of Directors may hire an Executive Director of the Corporation. The Executive Director shall be a nonvoting member of the Corporation. The Executive Director shall have general and active management of the programs and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove the hired Executive Director at any time with or without cause at a meeting called for that purpose.  A resolution to remove the Executive Director requires the vote of three-quarters of the total membership of the Board of Directors

 

ARTICLE VI.

MEMBERS

 

Section 6.01   Membership: 

  1. “Members” or the “Membership” of the Inland equity, with full voting rights, shall be:
    1. The “Lessee Members,” who shall be all persons who lease land or housing from Inland Equity Community Land Trust; and
    2. The “General Members,” who shall be all other persons, eighteen years of age or older, who have complied with the following requirements.
      1. Submission of a membership application including a signed statement of support for the purposes of the Inland Equity in a form to be determined by the Board.
      2. Payment of dues as established by the Inland equity for the current calendar year.

 

  1. Requirements for Continuing Membership. To maintain status as a Member beyond a person’s first year of such status a person must either be a Lessee Member or have paid dues established for the current calendar year.

 

Section 6.02 Membership Dues:

 

  1. Annual membership dues shall be assessed for each calendar year by an affirmative vote of a majority of the Members present and voting at the Annual Meeting preceding that year. If no such action is taken to assess dues for a given year, the dues for that year shall be as established for the previous year.
    1. Individual Membership in the Inland Equity Community Land Trust dues are established at $140 a year. A person can count one hour of volunteer time as $20 of membership dues. All Board Members can count service on the board as volunteer time towards their membership dues.

 

  1. Annual dues may be paid either in cash or through a contribution of volunteer hours to the organization. The Board shall determine the hourly rate at which volunteer hours will be credited as dues, and shall have the power to designate the types of labor that may be credited.

 

Section 6.03 Rights of Members:

  1. Every Member shall have the right to participate in meetings of the Membership, to cast one vote on all matters properly put before the Membership for consideration, to nominate and participate in the election of the Board except Advisory Board members (as defined in Section 3.03) at the Annual Meeting, as provided by these Bylaws, to serve on the Board or on committees if chosen, and to receive notices and minutes of Membership meetings and Annual Reports of the Corporation.
  2. The assent of the Members, in accordance with these Bylaws, shall be required before action may be taken on the assessment of membership dues, the sale of land, the establishment or alteration of the “resale formula,” the amendment of the Articles or these Bylaws, and the dissolution of the Corporation.

 

Section 6.04 Supporting Membership.

  1. Any person who has paid the annual dues established for the current calendar year but who does not wish to become a Member or has not met all of the requirements of status as a Member shall be designated a “Supporting Member” of the Corporation.
  2. Supporting Members shall have all of the rights of Members except the right to nominate and participate in the election of the Board and the right to vote on matters put before the Members.

 

Section 6.04 Membership meetings:

  1. Notice of Meetings. Written notice of every Membership meeting shall be given to all Members and Supporting Members and shall include an agenda for the meeting. Except as otherwise provided in Article VIII of these Bylaws, notice shall be provided at least seven days prior to a meeting by mail or email to the Members in accordance with the contact information most recently provided in writing by the respective Members.
  2. An annual meeting (the “Annual Meeting”) of the Membership, for reports to the Members by the Board and Officers, the election of Board members, the assessment of dues, and the transaction of other business, shall be held in the first quarter of each year. The location and specific time of the Annual Meeting shall be determined by the Board.
  3. Regular Meetings. Regular meetings of the Membership may be scheduled by the Members at such times and places as they shall establish at the Annual Meeting.
  4. Special Meetings. Special meetings of the Membership may be called by the Board or by a written petition, addressed to the President of the Corporation, signed by at least one tenth (10%) of the Members. At a special meeting of the Membership, only those matters stated on the agenda, as included in the notice of the meeting, may be acted upon by the Membership.
  5. Open meetings. All Membership meetings shall be open to any person.
  6. Minutes. Minutes of all Membership meetings shall be recorded by the Secretary of the Corporation or by another person designated by the Board of Delegates. Minutes for every meeting shall be approved by the Members at the next Membership meeting.
  7. Quorum. A quorum shall consist of 5% percent of the total Membership, as determined by the Secretary of the Corporation.
  8. Decision-Making. Whenever possible, decisions shall be made at Membership meetings by the consensus of the Members present, a quorum being assembled. In the event that consensus is not attained, a decision shall be made by an affirmative vote of a majority of the Members present and voting, a quorum being assembled, except as otherwise provided in these Bylaws. Before a vote is held on any motion, the exact language of the motion shall be recorded by the Secretary and read to the Membership, and all Members present shall have a reasonable opportunity to express their opinions on the proposition.

 

ARTICLE VII.

INDEMNIFICATION

 

Section 7.01    Definitions:

 

“Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body’s) investigation, hearing, or other proceeding.

 

“Eligible Person” shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.

 

Section 7.02    Right to Indemnification:  

Any Eligible Person made a party to or respondent ill a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.

 

Section 7.03    Limitation on Right of Indemnification:  

Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Directors who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 6.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 6.02 above.

 

Section 7.04    Other Rights:  The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder.  This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors or other lawful representative.

 

Section 7.05    Interim Indemnification:  

The Corporation shall, with respect to a Matter described in Section 6.02, advance attorney’s fees as interim indemnification to any Eligible Person if the following conditions are satisfied:  (i)(a) the Board (acting by a quorum consisting of Directors who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above, or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Secti011 6.02 above; and (ii) the Eligible Person (a) requests interim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 6.03, and (c) deposits a bond or equivalent security.

 

Section 7.06    Insurance:  The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him/her which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

 

ARTICLE VIII.

CONFLICT OF INTEREST POLICY

 

Section 8.01    Purpose:  

The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.

 

Section 8.02    Definitions:

 

“Interested Person”:  Any Director, principal officer, or member of a committee with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

 

“Financial Interest”:  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

 

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

 

(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

 

(c) Is considering an ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

 

“Compensation”:  Direct and indirect remuneration, including gifts or favors that are not insubstantial.

 

“Conflict of Interest”:  A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust.  A “Conflict of interest” includes situations in which the employee, family member, or board member has a financial interest in the business or individual selected for the contract.  A financial interest is not necessarily a conflict of interest.  Under Section 8.03 (b), a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

 

Section 8.03    Procedures:

 

 (a)  Duty to Disclose:  

If an actual or possible conflict of interest arises, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement.

 

(b)  Determining Whether a Conflict of Interest Exists:  

After disclosure of the financial interest, whether direct or indirect, disclosure of all material facts, and after any discussion with the interested person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board or committee members shall decide if a conflict of interest exists.

 

    (c)  Procedures for Addressing the Conflict of Interest:

 

    (i) An interested person may make a presentation at the Board or committee meeting, but after the presentation he or she shall leave the meeting during the discussion and the vote on the transaction or arrangement involving the possible conflict of interest.

    (ii) The Chair or President of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

    (iii) After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

    (iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

 

    (d)    Violations of the Conflicts of Interest Policy:

 

    (i) If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

    (ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 8.04    Records of Proceedings:  The minutes of the Board and all committees with Board delegated powers shall contain:

 

        (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.

 

        (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

ARTICLE IX.

FINANCIAL ADMINISTRATION

 

Section 9.01    Fiscal Year:  

The fiscal year of the Corporation shall be January 1 to December 31 but may be changed by resolution of the Board.

 

Section 9.02    Loans to Management:  

The Corporation will make no loans to any of its Directors or Officers.

 

Section 9.03    Checks, Drafts, and Contracts:  

The Board of Directors shall determine who shall be authorized to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments on the Corporation’s behalf.  

 

(a)  Checks:  

All checks drawn on the funds of the Corporation must have two signatories, at least one of which must be a member of the Board of Directors.

 

(b)  Approval of Contracts:  

The Board of Directors shall approve any contract that creates a financial obligation on behalf of the Corporation in advance of acceptance of the contract.

 

Section 9.04    Reimbursement:  

Requests for reimbursement by any member of the Board of Directors, officer or agent must be submitted within 6 months of the date the expense is incurred.  The request for reimbursement must be accompanied by receipts and any other supporting documents matching the amount requested for reimbursement.

 

Section 9.05    Annual Financial Statements: 

Complete financial statements prepared in conformity with generally accepted accounting principles (GAAP), accompanied by an audit report of an independent certified public accountant, may be presented to and reviewed by the Board after the close of each fiscal year.  Financial statements should include:  (i) significant categories of contributions and other income; (ii) expenses reported in categories corresponding to the description of major programs and activities contained in the Corporation’s annual report, solicitations and other informational materials; (iii) a detailed schedule of expenses by natural classification (e.g., salaries, employee benefits, occupancy, postage, etc.), representing the natural expenses incurred for each major program and supporting activity; (iv) accurate presentation of all fundraising and administrative costs; and (v) total costs and the basis for allocating any fundraising or other expenses associated with multi-purpose activities (e.g., fundraising combined with social advocacy or public education campaigns).

 

    Section 9.06    Audit:  

The Board of Directors may authorize an audit of the Corporation.

 

    Section 9.07    Procurement Policy:  

The policies and procedures below will be followed when equipment, materials, supplies, property, or services are purchased for Inland Equity Community Land Trust.

 

    (a) Conflict of Interest:  

All directors, employees, or agents who participate in the selection or acceptance of a contract for equipment, materials, supplies, or services must comply with the Conflict of Interest Policy set forth in Article VIII of these Bylaws.  No director, employee, or agent will participate in the selection or acceptance of a contract involving a conflict of interest without the approval of the board.

 

    (b) Purchase of Items for Personal Use:  

Directors, employees, or agents who participate in the selection or acceptance of a contract for equipment, materials, supplies, or services shall not use such items for personal use.

 

    (c) Receipt of Gratuities:  

Directors, employees, or agents of Inland Equity Community Land Trust shall not solicit or accept gratuities, favors, or anything of value from contractors, potential contractors, or parties to agreements with the nonprofit.

 

    (d) Purchase of Items Not Approved in the Budget:  

Directors, employees, or agents shall not solicit or accept any equipment, materials, supplies, or services that have not been approved by the Board of Directors in the annual budget without prior approval of the board.

 

    (e) Cost Analysis:  

The nonprofit shall conduct a cost analysis and document the cost analysis in the procurement files in conjunction with every purchase.  The procurement file should include a justification for the lack of competition if competitive bids or offers are not obtained.

 

    (f) Contract with the Winning Bidder:  

If a contract is competitively bid, Inland Equity Community Land Trust will enter into a contract with the winning bidder that specifies the equipment, materials, supplies, property, or services to be purchased and the payment terms.

 

    (g) Acquisition Procedure: 

Inland Equity Community Land Trust will conduct all procurement transactions in a manner that maximizes opportunities, increases quality, and reduces the cost of purchase. Inland Equity Community Land Trust reserves the right to reject any bids or offers if deemed to be in its best interest.

 

    (h) Purchases:  

The Board of Directors must approve all purchases made on behalf of the nonprofit.  Two approved signatories are required for all checks.

 

    (i) Property and Inventory Policy:  

When purchasing property (both real estate and equipment), the title must be in the name of Inland Equity Community Land Trust. All property purchased belongs to Inland Equity Community Land Trust and title vests with Inland Equity Community Land Trust.  A list of all property owned by the nonprofit shall be kept showing the type of property, identification number, original cost, and depreciated value.

 

    (j) Whistleblower Policy:  

The Corporation will not retaliate against an individual who discloses or threatens to disclose to a supervisor, board member or a public body, any activity, policy, or practice of the Corporation that the employee reasonably believes is in violation of a law, or a rule or regulation mandated pursuant to law, or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.

 

ARTICLE X.

RECORDS

 

Section 10.01    Recordkeeping:  

The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken.

 

Section 10.02    Public Disclosure:  

After receiving IRS recognition of its 501(c)(3) status, the Corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years.  Names and identifying information of contributors shall be redacted from publicly available copies.  In addition, as required by the tax code and regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing.  This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment.

 

Section 10.03    Record Retention and Destruction Policy:  

 

(a)    Scope:  All employees, directors and officers of the Corporation must comply with the document retention requirements within this record retention policy.

 

(b)    Purpose:  Corporate records include essentially all records produced by the Corporation and its directors, officers and agents, whether paper or electronic.  Records include but are not limited to items such as memoranda, emails, contracts, computerized desk calendars and appointment books and expense records. This policy is meant to establish the requirements for document destruction and end the accidental or innocent destruction of necessary documents.

 

(c)    Inspection of Books and Records: All books and records of Inland Equity Community Land Trust may be inspected by any Director for any purpose at any reasonable time on written demand.

 

(d).    Policy:  Specific documents, identified below, are subject to a retention schedule and should not be destroyed until the expiration of the schedule.

 

i.    Financial Records

Financial records, including bank statements, invoices and payroll records, expense reports, proof of deductions, and other documents should be maintained for at least 7 years from the date of filing the applicable tax return.  Year-end financial statements, audit reports and 990 forms should be maintained permanently and should be available for public inspection upon request.

 

ii.     Corporate Records

Incorporation documents, including Articles of Incorporation, bylaws, and related documents should be kept permanently in the corporate records.  Meeting minutes and related documents should also be retained in perpetuity in the corporate record book.  Tax-exemption documents, including application for tax exemption (IRS Form 1023), IRS determination letter, and any related documents should be kept permanently in the corporate record book and should be available for public inspection upon request.

 

iii.      Legal Files

Legal documents should generally be maintained for a period of 10 years.

 

iv.     Legal Agreements & Contracts

Final, executed copies of legal agreements and contracts, such as mortgages and leases, should be maintained for three years after their expiration.  Publicly filed contracts should be maintained longer.

 

ARTICLE XI.

AMENDMENTS

 

Section 11.01    Amendments:  The Bylaws may be amended at any time by a vote of two-thirds of the Board of Directors at a meeting where a quorum is present.  The Board of Directors may adopt amendments to the Articles of Incorporation by a vote of two-thirds of Directors present at a meeting where a quorum is present.

 

CERTIFICATION

 

The undersigned hereby certifies that these bylaws were adopted by the Board of Directors of Inland Equity Community Land Trust at its meeting held on this 14th day of January, 2020

 

__________________________________________

Secretary, Inland Equity Community Land Trust