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ARTICLE I

THE AUTHORITY

Section 1. Name of Authority.  The name of the Authority shall be the “HOUSING AUTHORITY OF THE CITY OF HOBOKEN”.

Section 2. Seal of Authority.  The seal of the Authority shall be in the form of a circle and shall bear the name “HOUSING AUTHORITY OF THE CITY OF HOBOKEN” and the year of its organization, 1949.

Section 3. Office of the Authority.  The offices of the Authority shall be at 400 Harrison Street, Hoboken, New Jersey, but the Authority may hold its meetings at such other places as it may designate by resolution.

Section 4. Fiscal Year.  The fiscal year of the Authority shall begin with the first day of October of each year and end with the last day of September of the following year.

ARTICLE II

BOARD OF COMMISSIONERS

Section 1.  Number, Qualification and Tenure.  The Board of Commissioners of the Housing Authority of the City of Hoboken shall consist of seven members or such other number as may be provided hereafter by New Jersey Law.  Commissioners shall serve for a term of five years and until their respective successors have been appointed and qualified or such other term as may be provided hereafter by New Jersey Law.  Five Commissioners are appointed by the governing body of the City of Hoboken, one is appointed by the Mayor of the City of Hoboken, and one is appointed by the Commissioner of the New Jersey Department of Community Affairs.  Vacancies are filled in the same manner as the original appointments were made, but for the unexpired term.  All Commissioners are required to satisfactorily complete a course of study as prescribed by the New Jersey Department of Community Affairs.  Any Commissioner failing to comply with such course of study within the ascribed time period will be deemed to have resigned, as required by and provided for in N.J.S.A. 40A:12A-46.  No more than one member of the Board of Commissioners may be an officer or employee of the City of Hoboken.  No Commissioner may be compensated for serving in such capacity except for reimbursement for actual expenses necessarily incurred.

ARTICLE II

OFFICERS

Section 1. Officers.  The Officers of the Authority shall be a Chair, a Vice-Chair and an Executive Director and Secretary.

Section 2. Chair.  The Chair shall preside at all meetings of the Authority.  Except as otherwise authorized by resolution of the Authority, the Chair shall sign all contracts, deeds and other instruments made by the Authority.  The Chair shall establish and revise committees of the Authority Commissioners and make appointments thereto from time to time.  At each meeting, the Chair shall submit such recommendations and information as he or she may 
consider proper concerning the business, affairs and policies of the Authority.

Section 3. Vice-Chair.  The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair and, in case of the resignation or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair until such time as the Authority shall elect a new Chair.

Section 4. Executive Director and Secretary.  The Executive Director shall be the Secretary of the Authority and, as such, shall have general supervision over the administration of its business and affairs.  The Executive Director and Secretary shall be charged with the management of the housing projects of the Authority. The qualifications of the Executive Director and Secretary shall comply with the requirements of applicable New Jersey Law, N.J.S.A. 40A:12A-18 et seq.

The Executive Director and Secretary shall keep the records of the Authority, shall act as Secretary of the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to his office.  The Executive Director and Secretary shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority.  The Executive Director and Secretary shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select.  The Executive Director and Secretary shall sign all orders and checks for the payment of money and shall payout and disburse such monies under the direction of the Board of Commissioners.  Except as otherwise authorized by resolution of the Authority, all such orders and checks shall be countersigned by the Chair.  The Executive Director and Secretary shall keep regular books of accounts showing receipts and expenditures and shall render to the Board of Commissioners, at each regular meeting, or more often when requested, an account of transactions and also of the financial condition of the Authority.  The Executive Director and Secretary shall give such bond for the faithful performance of his or her duties as the Board of Commissioners may determine.

The Board of Commissioners of the Authority hereby reserves to itself the right to be appointing authority for the Assistant Executive Director, the Chief Financial Officer and all other senior level employees designated by the Board of Commissioners from time to time by resolution, including the authority to hire, terminate and compensate all such employees.  The Executive Director and Secretary shall be the appointing authority for all other employees of the Authority, including the authority to hire, terminate, train, supervise and compensate any such permanent, temporary, or part time-employee of the Authority.  The Executive Director and Secretary, subject to the foregoing limitation, may from time to time employ such personnel as he or she deems necessary to exercise the powers, duties and functions of the Authority as prescribed by the New Jersey Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq., and all other laws of the State of New Jersey applicable thereto. The Board of Commissioners may revoke or amend the power of the Executive Director and Secretary to be the appointing authority for the categories of employees otherwise permitted above, at any time by resolution of the Authority.  The Executive Director shall have no authority to hire or compensate any individual, other than the designated employees, as determined pursuant to the procedures above.  All independent contractors, professionals, bidders, or others who may have a contractual relationship with the Authority shall have that contractual relationship established only pursuant to selection by, and resolution of, the Board of Commissioners.

The compensation of the Executive Director and Secretary shall be determined by the Board of Commissioners, provided that a temporary appointee selected from among the Commissioners shall serve without compensation, other than the payment of necessary expenses.

Section 5. Additional Duties.  The Officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or these By-Laws or rules and regulations of the Authority.

Section 6. Election or Appointment.  The Chair and Vice-Chair shall be elected at the annual meeting of the Authority from among the Commissioners of the Authority, and shall hold office for one year and until their successors are elected and qualified.

The Board of Commissioners shall appoint the Executive Director and Secretary.  Any person appointed to fill the office of Executive Director and Secretary, or any vacancy therein, shall have such term as the Board of Commissioners fixes, except as otherwise provided by law.  No Commissioner of the Authority shall be eligible to this office except as a temporary appointee.

Section 7. Vacancies.  Should the offices of Chair or Vice-Chair become vacant, the Board of Commissioners shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office.  When the office of Executive Director and Secretary becomes vacant, the Board of Commissioners shall appoint a successor, as aforesaid.

ARTICLE III

MEETINGS

Section 1. Annual Meeting.  The Annual Meeting of the Authority shall be held on the first Regular Meeting date of the Authority in May of each year, at one of the Authority sites as may be chosen by the Board of Commissioners.

Section 2. Regular Meeting.  The Regular Meetings of the Authority shall be held at one of the regular meeting places of the Authority, or at such other place as the Authority may so designate by resolution, on the second Thursday of each month at 7:00 P.M. prevailing time, unless the same shall be a legal holiday, in which event said meeting shall be held on the next succeeding secular day, except as otherwise provided by resolution of the Authority.

Section 3. Special Meeting. The Chair of the Authority, or the Vice-Chair in the absence of the Chair, when he or she deems it expedient, or upon the written request of four Commissioners of the Authority, may call a Special Meeting of the Authority for the purpose of transacting any business designated in the call.  The call for a Special Meeting may be delivered to each Commissioner of the Authority in writing, sent by electronic mail or may be mailed to the business or home address of each Commissioner of the Authority at least two days prior to the date of such Special Meeting.  At such Special Meeting no business shall be considered other than as designated in the call, pursuant to a written agenda.

Section 4. Meetings. If the Chair and the Vice-Chair are unable to attend a meeting of the Authority, then in their absence the Executive Director and Secretary, if a quorum is present, may call the meeting to order and request that the Commissioners present elect a temporary Chair to act as Chair pro tem, who would hold office during that session.  

Section 5. Notice.  All Meetings, Regular and Special, shall be noticed and conducted in compliance with the requirements of the New Jersey Open Public Meetings Act, N.J.S.A. 10:4-6 et seq.  

Section 6. Quorum.  The powers of the Authority shall be vested in the Commissioners thereof in office from time to time. Four Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its power and for all other purposes, but a smaller number may adjourn the time of such meeting on a specific date until a quorum is obtained. When a quorum is in attendance, action may be taken by the Authority only upon the affirmative votes of the majority, but not less than four, of the Commissioners present, unless otherwise provided for by Law or in these By-Laws for a greater number.

Section 7. Meetings by Telephone or Similar Communications Equipment.  Members of the Board of Commissioners may participate in a meeting of the Authority by means of telephone conference or similar communications equipment by means of which all Commissioners participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person by any such Commissioner at such meeting.

Section 8. Manner of Voting.  The voting on all questions coming before the Authority shall be by alphabetical roll call by last name of the Commissioners, with the Chair voting last.  The yeas and nays shall be entered upon the minutes of such meeting, and an abstention shall be considered as not voting and recorded as such.

Section 9. Public Comment.  The Authority shall provide an opportunity for members of the public to speak at the beginning of meetings of the Authority.  In order to provide comments, individuals must sign-up, for themselves only, on a sign-up list that shall be provided at meetings of the Authority.  The sign-up period shall be closed at the earlier of 7:30 P.M. prevailing time (thirty minutes after the meeting begins if the meeting is scheduled for a time other than 7:00 P.M.) or the time at which the last individual who has signed up to speak yields the floor.  Public comments shall be made according to the order of the sign-up list, and each speaker is limited to five minutes.  The public comment period shall generally be no more than 45 minutes in duration.

Section 10. Closed Session.  When the Board of Commissioners deems it necessary or appropriate, the Authority may enter into a meeting session excluding the public in compliance with the requirements of the New Jersey Open Public Meetings Act, N.J.S.A. 10:4-12. 

Section 11. Order of Business.  At the Regular Meetings of the Authority the following shall be the order of business:

1. Roll call

2. Reading of announcement regarding notice of Open Public Meetings Act

3. Public comment period 

4. Report of the Executive Director and Secretary, including reports on prior unresolved issues and questions from residents raised at the prior meeting

5. Reports of the committees

6. Unfinished business

7. Reading and approval of minutes of the previous Meeting

8. Bills and communications

9. Resolutions

10. New business

11. Adjournment

The order of items 3 through 10 may be revised from time to time at the discretion of the Chair.  In the event of any such revision by the Chair, at least seven days’ written notice thereof, shall be provided, in accordance with Article IV, Section 1 of these By-Laws.  

In addition, in accordance with Article III, Section 6 of these By-Laws, action may be taken by the Board of Commissioners at any time to revise the order of business.

All resolutions shall be reduced to writing and copied in a journal of the proceedings of the Authority within a reasonable time after the meeting and their approval.

Section 12.  Parliamentary Authority.  Robert’s Rules of Order, Revised, shall be the final authority on all questions of procedure and parliamentary law not covered by these By-Laws of the Authority.

ARTICLE IV

NOTICES

Section 1. Manner of Delivery.  Whenever notice is required to be given to the Commissioners, it shall be given in writing or by electronic mail to the Commissioner at his or her address as it appears on the books of the Authority, unless otherwise specifically provided by these By-Laws.  Notice given to the Commissioner by mail shall be deemed to be given when deposited in the United States mail, postage prepaid, or to be given when sent by electronic mail and not returned as undeliverable.  Notice to a Commissioner may also be given by personally delivering written notice. 

Section 2. Waiver.  Whenever any notice is required to be given for any reason, a written waiver thereof signed by the person entitled to said notice, whether before or after the time stated therein, shall be deemed to be equivalent to such notice.  Any Commissioner who attends a meeting of the Authority without protesting the lack of notice at the commencement of the meeting shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V

ETHICS

The Members of the Board of Commissioners shall comply with the applicable ethics requirements enacted by the State of New Jersey and by the United States Department of Housing and Urban Development.

ARTICLE VI

AMENDMENTS

The By-Laws of the Authority shall be amended only with the approval of at least four of the Commissioners of the Authority at a Regular or a Special Meeting, but no such amendment shall be adopted unless at least seven days’ written notice thereof, provided in accordance with Article IV, Section 1 of these By-Laws, has been previously given to all of the Commissioners of the Authority.