Housing Authority of Queen Anne's County Bylaws

These Bylaws of the Housing Authority of Queen Anne's County are adopted pursuant to Section 12-502(a)(5) of the Maryland Housing Authorities Law.

ARTICLE I: THE AUTHORITY

Section 1. Name. The name of the Authority shall be the "Housing Authority of Queen Anne's County."

Section 2. Office. The office of the Authority shall be located at 205 East Water Street, Centreville, MD 21617. The Authority may hold its meetings at the Authority's office or at such other place or places that it may designate by Board motion.

Section 3. Powers. The Authority shall have all of the powers and authorities granted to it in Titles 12 and 18 of the Housing Authorities Law of the State of Maryland. Included among these powers, are the powers to (a) make mortgage loans, (b) make rent subsidy payments to or for persons of eligible income, (c) make construction loans and long-term mortgage loans to a person to produce housing for persons of eligible income; (d) waive maximum income limits for persons 65 years of age or older; and (e) sell bonds at public or private sale in the manner and on the terms that it authorizes by resolution.

Section 4. Personnel Policy. The Authority shall adopt and follow a Personnel Policy for the Authority.

ARTICLE II: COMMISSIONERS

Section 1. Number. The governing body of the Authority shall be the Board of Commissioners, which shall consist of five (5) Commissioners, each of whom shall be appointed by the Board of County Commissioners. The powers of the Authority shall be vested in the Commissioners in office from time to time.

Section 2. Terms. Each Commissioner shall serve for a term of five (5) years. The terms of office of the Commissioners shall be staggered.

Section 3. Vacancies. Vacancies on the Board of Commissioners shall be filled by appointment by the Board of County Commissioners for the unexpired term with respect to which the vacancy was created.

Section 4. Eligibility. A person who is an employee of the Authority, an employee of Queen Anne's County, or an elected official of Queen Anne's County is not eligible to serve as a Commissioner of the Authority. A person who is a tenant of an Authority property is eligible to serve as a Commissioner of the Authority, and nothing in these Bylaws shall prevent a tenant of an Authority property from serving as a Commissioner. For as long as the Authority administers tenant-based rental under section 8 of the United States Housing Act of 1937, as amended, or is otherwise required to comply with the regulations promulgated by the U.S. Department of Housing and Urban Development at 24 C.F.R. Subpart E, at least one Commissioner of the Authority must qualify as an "eligible resident board member" as that term is defined in 24 C.F.R. 964.410.

Section 5. Duties. The Commissioners shall perform such duties as are incumbent upon them by reason of their election to any office, and shall perform such other duties and functions as may from time to time be required by the Authority or by these Bylaws, or which may arise by reason of their appointment to serve on committees functioning within the Authority or in cooperation with persons or groups outside the Authority.

Section 6. Compensation. Commissioners shall be entitled to receive compensation for attendance at Authority Board meetings. Compensation shall be fixed at a rate of $45.00 per meeting.* *This Compensation Policy was reviewed and approved by the Board of County Commissioners in April 2008.

ARTICLE III: OFFICERS

Section 1. Officers. The Officers of the Authority shall be a Chairperson, a Vice-Chairperson, and a Secretary. Each Officer, other than the Secretary, shall be a Commissioner. The Executive Director shall be the Secretary.

Section 2. Selection of Officers.

(a) The Officers shall be elected at the annual meeting of the Authority and each shall hold office for one year, or until a successor is elected and qualified.

(b) The Authority shall employ an Executive Director who shall have general supervision over the administration of its business and affairs, subject to the discretion of the Authority. The Executive Director shall be responsible for the management of the housing projects of the Authority. The term of service and compensation of the Executive Director shall be fixed by the Commissioners. The Executive Director shall not be a Commissioner.

Section 3. Duties of Officers.

(a) Chairperson. The Chairperson shall preside at all meetings of the Authority.

(b) Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson, and in case of a vacancy in the position of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Authority shall select a new Chairperson.

(c) Secretary. The Secretary shall record the minutes of all meeting of the Authority and shall perform all other duties normally incident to the office of Secretary. The Secretary may delegate some or all of its duties to employees or other personnel of the Authority.

(d) Executive Director.

(i) The Executive Director shall be the principle executive officer of the Authority and shall have responsibility for the day-to day operations of the Authority subject to the direction of the Board. The Board may delegate such other duties and responsibilities to the Executive Director as the Board shall determine by resolution.

(ii) The Executive Director shall perform the duties of treasurer of the Authority and 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 transfer or withdrawal of funds by the Authority in and from its bank accounts, whether by check or otherwise, shall be signed by the Executive Director and Chairperson, or in the Executive Director's absence by the Deputy Executive Director or Chairperson, provided that any expenditure of greater than $100,000 shall be countersigned by the Chairperson, or, in the absence of the Chairperson by the Vice-Chairperson per the procurement policy.

(iii) The Executive Director shall cause to be kept regular books of accounts showing receipts and expenditures and shall render to the Authority, at each regular meeting (or more often if requested), an account of the transactions and also of the financial condition of the Authority. The Executive Director shall give such bond for the faithful performance of its duties as the Authority may determine. Further, all check signers shall be covered by bond.

Section 4. 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 the bylaws or rules and regulations of the Authority or as may be required by applicable law.

Section 5. Vacancies. Should the office of Chairperson or Vice-Chairperson become vacant, the Authority shall elect a successor from its membership at the next regular meeting of the Board, and such election shall be for the unexpired term of said office. When the office of Executive Director becomes vacant, the Authority shall appoint a successor.

Section 6. Additional Personnel. The Authority may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by law. The qualifications, duties, and compensation of employees of the Authority shall be determined by the Board. The Board may delegate authority to set the qualifications, duties, and compensation of employees of the Authority to the Executive Director. The Authority may employ counsel of its choosing.

ARTICLE IV: MEETINGS

Section 1. Annual Meeting. The annual meeting of the Authority shall be held on the same day as the regular meeting for July at the regular meeting place of the Authority.

Section 2. Regular Meetings. Monthly meetings shall be held at the regular meeting place of the Authority. The Authority shall publish notice of all meetings of the Authority in such manner as required by Section 3-302 of the Open Meetings Act of the State of Maryland. The day and time of regular monthly meeting will be set by Board motion. Regular meetings will be held on the same day and at the same time each month unless it falls on a legal holiday, in which case said meeting shall be held on the next succeeding business day. Regular meetings may be rescheduled or canceled upon publishing of appropriate notice as provided in Section 3-302 of the Open Meetings Act.

Section 3. Special Meetings. Special meetings of the Authority may be called by the Chairperson, the Executive Director or two Commissioners for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered at any time prior to the time of the proposed meeting to each member of the Authority or may be mailed or emailed to the business or home address of each member of the Authority at least two (2) days prior to the date of such special meeting. Such two (2) day minimum notice shall not apply, however, when the call for such a special meeting pertains to Authority litigation matters. At such special meeting, no business shall be considered other than as designated in the call, but if all of the members of the Authority are present at a special meeting, any and all business may be transacted at such special meeting. Notice of any special meeting of the Authority shall be published in such manner as required by Section 3-302 of the Open Meetings Act.

Section 4. Quorum. Three Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes. When a quorum is in attendance, action may be taken by the Authority upon a vote of a majority of the Commissioners present.

Section 5. Resolutions. All resolutions shall be in writing and shall be copied in the journal of the proceedings of the Authority.

Section 6. Manner of Voting. The voting on all questions coming before the Authority shall be by roll call, and ayes and nays shall be entered upon the minutes of such meeting.

Section 7. Attendance. Members of the Board at expected to attend all meetings. Members of the board may not miss more the two (2) meetings a year.

ARTICLE V: AMENDMENTS

Section 1. Amendments to Bylaws. The bylaws of the Authority shall be amended only with the approval of at least three of the members of the Authority at a regular or special meeting.

ARTICLE VI: RESPONSIBILITIES

Section 1. Records and Reports. At least once a year the Authority shall file with the County Clerk an annual audit report of its activities for the preceding year, and shall make recommendations for any additional activity by the County Government which it deems necessary or useful in order to carry out the purposes of the Housing and Community Development Article of the Annotated Code of Maryland.

Section 2. Conflicts of Interest.

(a) A Commissioner or employee of the Authority may not have or acquire any direct or indirect interest in any housing project or in any property included or planned to be included in any housing project, except for (i) and interests in mutual funds and (ii) bonds purchased prior to the Commissioner's or employee's appointment.

(b) A Commissioner or employee of the Authority may not have or acquire any direct or indirect interest in any contract or proposed contract for any materials or services to be furnished to the Authority or used in connection with any housing project.

(c) If a Commissioner or employee of an authority who owns or controls a direct or indirect interest in any property that is included or planned to be included in any housing project to be undertaken by the Authority, that Commissioner shall immediately shall deliver written disclosure of that interest to the Authority and such disclosure shall be entered upon the minutes of the Authority. Failure to so disclose such interest shall constitute misconduct in office.

Section 3. Ethics, Tort claims. All Commissioners of the Authority, the Executive Director of the Authority, and all employees of the Authority are

(a) local officials who are subject to the provisions of the Queen Anne’s County Public Ethics Law; and

(b) local government employees for the purposes of Title 5, Subtitle 3 of the Courts and Judicial Proceedings Article of the Annotated Code of Maryland and are entitled to the protections of the Local Government Tort Claims Act.

Section 4. Limitation of Liability. A Commissioner of the Authority is not liable for a statement made or an action taken in good faith in the exercise or performance of any power or duty as a Commissioner of the Authority.

These Bylaws were adopted by the Authority on December 14, 2020 and replace in their entirety any previous Bylaws.

These Bylaws shall be effective as of January 1, 2021.