CAPITAL AREA COALITION ON HOMELESSNESS
Name, Offices, and Fiscal Year
1.1 Name. The name of the Corporation is Capital Area Coalition on Homelessness (CACH).
1.2 Registered Office. The registered office of CACH in the Commonwealth of Pennsylvania shall be at 2041 North Second Street, Harrisburg, PA 17110, until otherwise established by a vote of the Board of Directors in office.
1.3 Fiscal Year. The fiscal year of CACH shall, unless otherwise decided by the Board of Directors, be January 1 to December 31.
Mission, Vision and Coalition Structure
2.1 Mission. The mission of the Capital Area Coalition on Homelessness (“CACH”) is to educate and mobilize the residents of the Capital Region with regard to the problem of homelessness, and to coordinate services for the purpose of preventing and reducing homelessness in the Capital Area. In so doing, the CACH shall be authorized to carry on such charitable and educational activities, as defined for the purposes of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), which may assist in the accomplishment of the CACH’s mission. In addition, the CACH shall be authorized to make grants to other charitable, Code section 501(c)(3) organizations that conduct programs and activities relating to or furthering its purposes. The CACH shall be authorized to take such actions and perform such acts to accomplish its purposes with all of the powers and authority conferred on nonprofit corporations by the laws of the Commonwealth of Pennsylvania, subject to the limitations imposed upon its actions under section 501(c)(3) of the Code. In carrying out such purposes, the CACH does not contemplate pecuniary gain or profit, incidental or otherwise. The CACH is incorporated exclusively for, and the nature of the activities to be conducted and the purposes to be promoted by the CACH exclusively shall be for educational and charitable purposes within the purview of section 501(c)(3) of the Code.
2.2 Vision. The vision of CACH is that every family and individual in the Capital Region has access to safe, affordable housing and the skills and resources necessary to maintain life in that housing.
2.3 Structure. There are basically three overlapping spheres of organizational structure.
2.3.1. The full CACH Coalition which simply refers to the CACH group or the CACH meeting. This includes any and all persons who are involved with and/or concerned about homelessness in the Capital Region. “Membership” is open and informal, and consists of those who come to the regularly schedules meetings. Those who attend are also expected to be active on one of the working committees of CACH.
2.3.2. The Coordinating Committee is made up of the CACH President, Vice-President, Secretary, Treasurer and the chair (or co-chairs) of each committee and other interested individuals.
2.3.3. The established committees, each of which will have a chairperson or co-chairs and a minute taker to record the work of the committee meetings.
2.4 Members. Members shall have no voting rights for the purposes of Pennsylvania Nonprofit Corporation Law, but shall have the right to attend all committee meetings unless closed into executive session. Qualification for membership shall be determined by policies approved by the Coordinating Committee.
3.1 Size of the Coordinating Committee. The number of members of the Coordinating Committee shall consist of at least seven people but no more than fifteen people.
3.2 Composition of the Coordinating Committee. The Coordinating Committee shall be composed of Coalition officers and three other individuals interested in promoting the Mission and Vision of CACH. In addition, the City of Harrisburg, the County of Dauphin, The Foundation for Enhancing Communities and The United Way of the Capital Region shall each be entitled (but not required) to appoint a member of the Coordinating Committee.
3.3 Terms. The initial members of the Coordinating Committee (the members of the Coordinating Committee are hereinafter referred to as directors) shall serve such terms as set forth in the initial appointment or election documents. After the initial election or appointment of the Coordinating Committee, each director elected or appointed to the Coordinating Committee shall hold office beginning on July 1 and remain on the Coordinating Committee until a successor shall have been appointed and qualified, except in the event of death, resignation or removal. The term of office of each director shall be two (2) years.
3.4 Organization. At every meeting of the Coordinating Committee, the President (or, in the case of a vacancy in the office or absence of the President, one of the following officers present in the order stated: the Vice President, if there be one, or a such other Chair as chosen by a majority of the directors present), shall preside, and the Secretary (or, in the absence of the Secretary, an Assistant Secretary, or in the absence of the Secretary and the Assistant Secretary, any person appointed by the chair of the meeting) shall act as Secretary.
3.5 Resignations. Any member of the Coordinating Committee may resign at any time by giving written notice to the President or the Secretary of CACH. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director shall be deemed to have offered his or her resignation if he or she ceases to represent the group for whom that director was appointed as a representative.
3.6 Vacancies. Vacancies of elected positions shall be filled by a special election of the Coordinating Committee at the first regularly scheduled meeting after the vacancy occurs. A member appointed to fill a vacancy shall serve the remaining unexpired term of the director whose position was vacated.
3.7 Removal. Any director may be removed by the majority of directors then in office with or without cause. A director who is so removed shall not be granted any rights to a hearing or the right to appeal the removal.
3.8 Place of Meeting. Meetings of the Coordinating Committee may be held at such place within or without Pennsylvania as the Coordinating Committee may from time to time appoint, or as may be designated in the notice of the meeting.
3.9 Annual Meeting. During the month of June, the Coordinating Committee shall meet for the purpose of election of directors whose terms are expiring or have expired and to elect officers, (to take office effective July 1) and the transaction of other business. Such meeting may be held at any time or place which shall be specified in a notice given as provided for special meetings of the Coordinating Committee in section 3.11.
3.10 Regular Meetings. Regular meetings of the Coordinating Committee shall be held at such time and place as shall be designated from time to time by resolution of the Coordinating Committee. If the date fixed for any such regular meeting be a legal holiday under the laws of the state where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday or Sunday, or at such other time as may be determined by resolution of the Coordinating Committee. At such meetings, the members shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these bylaws.
3.11 Special Meetings. Special meetings of the Coordinating Committee shall be held whenever called by the President or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone, e-mail or in writing at least twenty-four (24) hours (in the case of notice by e-mail or telephone) or five (5) days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
3.12 Quorum, Manner of Acting and Adjournment.
3.12.1 Except as otherwise provided in these bylaws, a majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one (1) vote.
3.12.2 Except as otherwise specified in these bylaws, or provided by statute, the acts of a majority of directors present at a duly constituted meeting shall be the acts of the Coordinating Committee.
3.12.3 Except as otherwise provided by law, in the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a Coordinating Committee and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the members may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the Secretary of CACH.
3.13 Robert’s Rules of Order. Robert’s Rules of Order shall be used to conduct CACH business except as otherwise provided herein.
3.14 Compensation. The Coordinating Committee directors shall not be compensated for their services as such. Luncheons and reimbursement for travel expenses shall not constitute compensation.
3.15 Attendance. All directors shall be required to attend a minimum of two thirds (66%) of all Coordinating Committee and committee meetings to which the member is assigned during the course of a full fiscal year to maintain status in good standing. Failure to comply with this attendance provision can result in removal from Coordinating Committee.
3.16 Powers. The Coordinating Committee shall have full power to establish and direct the policies governing the business and affairs of CACH; and all powers of the CACH, except those specifically reserved or granted by statute or these bylaws, are hereby granted to and vested in the Coordinating Committee. The Coordinating Committee may retain or engage such agents and employees as it shall deem desirable, such persons to have such authority and perform the duties described, from time to time, by the Coordinating Committee.
4.1 Number and Qualifications. The officers of the Coordinating Committee and CACH shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.3. Any number of offices may be held by the same person. Officers must be members of CACH.
4.2 Election and Term of Office. The officers of the Coordinating Committee shall be elected for two year terms by the Coordinating Committee, and each such officer shall hold office until the end of his/her term of office and until a successor shall have been elected and qualified, or until death, resignation, or removal.
4.3 Subordinate Officers, Committees and Agents. The Coordinating Committee may from time to time elect such other officers and appoint such committees, employees or other agents as the business of CACH may require, including a President, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Coordinating Committee may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and officers, committees, employees or other agents.
4.4 Removal. Any officer, committee, employee or other agent of CACH may be removed, either for or without cause, by the Coordinating Committee or other authority which elected, retained or appointed such officer, committee or other agent whenever in judgment of such authority the best interests of CACH will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
4.5 Vacancies. If the office of any officer becomes vacant for any reason, the Coordinating Committee may appoint a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
4.6 General Powers. All officers of the Coordinating Committee, as between themselves and CACH, shall respectively have such authority and perform such duties in the management of the property and affairs of CACH as may be determined by resolutions or orders of the Coordinating Committee, or, in the absence of controlling provisions in resolutions or orders of the Coordinating Committee, as may be provided in these bylaws.
4.7 Executive Officers. The executive officers of CACH shall be the President, Vice President, Secretary, Treasurer and such other officers and assistant officers as the needs of CACH may require. The officers shall hold their offices for a term of two years, corresponding to the program year of CACH, and shall have such authority and shall perform such duties as are provided by the bylaws and as shall from time to time be prescribed by the Coordinating Committee. No officer may hold such office for more than two terms. Any number of offices may be held by the same person. The Coordinating Committee may secure the fidelity of any or all such officers by bond or otherwise. The Coordinating Committee shall pay for the cost of the fidelity bond.
4.8 President. The President shall be the chief executive officer of CACH, and shall chair all meetings of the Coordinating Committee. The President shall lead the development of CACH’s policies, represent CACH on ceremonial occasions, make committee appointments and perform any duties incident to the office that may occur during his or her term of office. The President shall be an ex-officio member of all committees.
4.9 Vice President. The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity, shall serve on the Coordinating Committee, and shall perform such other duties as may be required from time to time.
4.10 Secretary. The Secretary or an Assistant Secretary shall attend all meetings of CACH and of the Coordinating Committee and shall record all the votes and the minutes of the meetings of the Coordinating Committee and of committees of the Board of Directors in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by CACH as required by law; and, in general, shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Coordinating Committee or the President.
4.11 Treasurer. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of CACH; shall collect and receive or provide for the collection and receipt of monies earned by or in any manner due to or received by CACH; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Coordinating Committee may from time to time designate; shall, whenever so required by the Coordinating Committee, render an account showing all transactions as Treasurer, and the financial condition of CACH; and, in general, shall discharge such other duties as may from time to time be assigned by the Coordinating Committee or President.
5.1 Executive Committee. There shall be a standing Executive Committee composed of the President, the Vice-President, Secretary and Treasurer.
5.2 Scope of Authority. The Executive Committee shall have the power to manage and conduct the business and property of CACH, except as limited by law, and except for the election of officers.
5.3 Meetings. The Executive Committee shall meet as often as necessary in the judgment of the President and at any time at the call of and under authority of the directors of the Coordinating Committee. Minutes of each meeting of the Executive Committee shall be kept by a Secretary to be designated from time to time by the President. At each regular meeting of the Coordinating Committee, the Executive Committee shall report all actions taken by it since the last regular meeting of the Coordinating Committee.
5.4 Quorum. a majority of members of the Executive Committee shall constitute a quorum of the Executive Committee. The affirmative vote of a majority of the members of the Executive Committee present at any meeting of the Executive Committee at which a quorum is present shall constitute an action of the Executive Committee.
5.5 Other Committees. The standing committees shall be:
5.5.1 Data Collection and Needs Assessment Committee. The committee is charged with developing, maintaining and enhancing a system to collect data on individuals and families who are served by the system from numerous housing and service providers. Also, based upon this data, the committee shall publish an annual assessment of existing market conditions, trends, and needs.
5.5.2 Education and Public Information Committee. The committee provides internal communication through an email newsletter. It educates public officials, media, civic leaders, and grant makers about homelessness and Continuum of Care efforts.
5.5.3 Planning and Resource Development Committee. The committee oversees an ongoing CoC inclusive planning process and identifies and secures resources to help sustain service programs and the support services of the Continuum of Care and CACH. It shall recommend the planning and implementation of various service programs to the Coordinating Committee, or recommend against various programs, and shall present the reasons for and against approval to the Coordinating Committee. This committee shall be guided by other committee or member recommendations and analysis, but is free to present its own input to the Coordinating Committee. It should not interfere with member operations, programming, or responsibilities, but shall, among other things, assure that Coordinating Committee policy and directives are being properly implemented, that the community in which the program is occurring is informed about and satisfied with all stages of the program and it shall ensure compliance with all laws and regulations regarding the program.
5.5.4 Service Delivery Committee. The committee evaluates linkages, communications, and cooperation among the provider network, suggests improvements to the delivery system, tracks client progress and evaluates outcomes. It evaluates, and annually reports measurable outputs, outcomes, and progress toward meeting any of CACH’s published goals and objectives, especially those identified in any comprehensive plan.
5.5.5 Finance & Budget: The roles of this committee are to recommend Operational Budgets each year as well as longer range Budgets as directed by the Coordinating Committee; to recommend how the Coordinating Committee should finance its various activities and projects; to assist in obtaining said financing as directed by the Coordinating Committee; and finally, to recommend how the various financial necessities, such as audits, tax returns, investments, etc. are to be carried out by the Coordinating Committee.
There shall be such other standing or temporary committees as the Coordinating Committee or the President shall deem proper and expedient. The Chair and membership of such committees shall be named by the Chair of CACH. Such committees shall serve at the discretion of the Coordinating Committee and have such authority as is determined by the Coordinating Committee. Qualification for membership on any such committee shall be determined by the Coordinating Committee.
6.1 Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Coordinating Committee may from time to time designate.
6.2 Contracts. Except as otherwise provided in these bylaws, the Coordinating Committee may authorize any officer or officers, agent or agents, to negotiate and/or enter into any contract or to execute or deliver any instrument on behalf of the Coordinating Committee, and such authority may be general or confined to specific instances.
6.3 Deposits. All funds of CACH shall be deposited from time to time to the credit of CACH in such banks, trust companies, or other depositaries as the Coordinating Committee may approve or designate, and all such funds shall be withdrawn only upon checks signed by two officers or employees as the Coordinating Committee shall from time to time determine.
6.4 Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the Pennsylvania Nonprofit Corporation Law of 1988 or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at the meeting, except for the stated purpose of objecting to the notice, shall be a waiver of notice.
6.5 Consent in Writing. Any action required or permitted to be taken at any meeting of the Coordinating Committee or any CACH committee, may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Coordinating Committee or all members of any other CACH committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Coordinating Committee or any other CACH committee.
6.6 Requirement for Notice. Any notice of a meeting required hereunder shall specify the place, day and hour of the meeting. Written notice shall be required for any meeting of any committee, with written notice including written notice by telefax or other telecommunications system, except that oral notice may also be given in person or by telephone to the person entitled thereto. When written notice is given it may be given personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram or by telex or TWX or courier service, charges prepaid, or by telecopier or similar telecommunications system, sent to the address or number appearing on the books of the Corporation. If notice is sent by mail, telegraph or courier service, it shall be deemed to be given to the person when deposited with the transmitting agency, and in all other cases shall be deemed given when transmitted with confirmation of receipt. When a meeting of directors or a committee thereof is adjourned, notice need not be given of the adjourned meeting, other than by announcement at the meeting at which the adjournment is given.
6.7 Participation in Meetings by Telephone. Use of conference telephone and similar communications equipment shall be permitted at the discretion of the Coordinating Committee for any meeting of the Coordinating Committee or any other CACH committee and such use shall be deemed to be permitted unless and until the Coordinating Committee shall have taken affirmative action by majority vote of all members to restrict such use. If permitted, any one or more committee members shall participate in a meeting of the Coordinating committee or any other CACH committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.
6.8 Minutes. If minutes of the prior meeting are forwarded to the persons entitled thereto with notice of the meeting, whether a meeting of the Coordinating Committee or any other CACH committee, member, or committee member, shall be presumed to have assented to such minutes unless his or her objection thereto shall be made to the Secretary at or before the meeting to which the notice applies.
7.1 Indemnification of Directors and Officers. The Corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of this Corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of this Corporation or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
7.2 Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. It is the policy of this Corporation that indemnification of, and advancement of expenses to, directors and officers of this Corporation shall be made to the full extent permitted by law. To this end, the provisions of this Article shall be deemed to have been amended for the benefit of directors and officers of this Corporation effective immediately upon any modification of the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania (the “NCL”) which expands or enlarges the power or obligation of corporations organized under the NCL to indemnify, or advance expenses to, directors and officers of this Corporation.
7.3 Payment of Expenses. This Corporation shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by this Corporation.
7.4 Former Directors and Officers, The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
7.5 Creation of Fund. This Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self‑insurance, (iii) secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of this Corporation or (iv) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article. The authority granted by this Section 5 shall be exercised by the Coordinating Committee of this Corporation.
7.6 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer or representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation has the power to indemnify such person against such liability under the laws of this or any other state.
7.7 Not Exclusive. The provisions of this Article shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1 of this Article but who this Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the NCL or other‑wise.
7.8 Repeal. The repeal of this Article or any amendment thereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.
7.9 Authorization. Notwithstanding the foregoing provisions of this Article, the Corporation shall indemnify any person seeking indemnification in connection with a proceeding (or part of it) initiated by such person only if such proceeding (or part of it) was authorized by the Coordinating Committee of the Corporation.
Limitation of Director Monetary Liability
8.1 Director Not Personally Liable. A director of the Corporation shall not be personally liable, as such, for monetary damages for any action taken, or for any failure to take any action, unless (1) the director has breached or failed to perform the duties of his or her office under Subchapter B (“Fiduciary Duty”) of Chapter 57 of the NCL and (2) the breach or failure to perform constitutes self‑dealing, willful misconduct or recklessness. This bylaw shall not apply to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or federal law. No amendment to or repeal of this Bylaw shall apply to or have any effect on the personal liability for monetary damages of any director of the corporation for, or with respect to, any act or omission of such director occurring prior to such amendment or repeal.
Conflicts of Interest
9.1 Interest in Contract or Transaction. Any director, officer or key employee who has an interest in a contract or other transaction presented to the Coordinating Committee for authorization, approval or ratification shall make a prompt and full disclosure of his/her interest therein prior to Coordinating Committee action thereon. The disclosure shall include any known relevant and material facts which may be adverse to the Corporation.
9.2 Determination of Conflict. The Coordinating Committee shall determine (by a seventy-five percent (75%) vote) if a conflict of interest exists or can reasonably be construed to exist. If the Coordinating Committee determines a conflict exists, such conflicted person shall not vote, influence the Coordinating Committee, or participate in Coordinating Committee’s discussions or deliberations pertaining to the contract or transaction. The conflicted person, however, may be counted to determine if a quorum is present, may present factual information to the Coordinating Committee, and may respond to direct questions from the Coordinating Committee regarding the contract or transaction.
9.3 Minutes. The minutes of the Coordinating Committee meeting shall state if a quorum was present, state that the person disclosed the potential conflict matters to the Coordinating Committee, that the Coordinating Committee determined whether a conflict of interest existed (if the Coordinating Committee found that a conflict of interest exists, that such determination was made by at least seventy-five percent (75%) of those present and able to vote), and that the conflicted person, if any, restrained from participating in Coordinating Committee deliberations and in voting on such matters.
9.4 Employees. Individuals on the Coordinating Committee that are also employed by the Corporation or engaged by the Corporation as a consultant will:
9.4.1 Be compensated in the capacity as a Coordinating Committee member for justifiable expense related to meetings (mileage, etc.) only;
9.4.2 Remove himself/herself from the voting process when his/her compensation, benefits, and other employment or consulting fees are voted thereon; and
9.4.3 Ensure that all compensation/salaries/consulting fees paid to any employee or consultant of the Corporation are reasonable in light of the services rendered and the compensation/salaries/consulting fees paid by similar tax-exempt organizations.
Amendments to Bylaws
10.1 Amendments Procedure. These Bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the affirmative vote of a two-thirds majority of all directors, with the vote at any regular meeting or at any special meeting, provided that at least thirty days’ written notice is given of the intention to alter, amend or repeal or to adopt new bylaws at such meeting.
11.1 Dissolution Procedure. CACH may be dissolved upon an affirmative vote of a two-thirds majority of all directors, with the vote at any regular meeting or special meeting, provided that at least thirty days written notice is given of the meeting where the intention to dissolve is to be voted on.
11.2 Consequences of Dissolution. Upon dissolution of CACH, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of CACH is then located, exclusively for such purposes or to the organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.