Windham & Windsor Housing Trust Inc.

“There are two types of membership: general members and resident members. General members include any person 16 years of age or over who has paid the current minimum annual fee as set by the board of directors. Resident members include all members of any household living in property owned, managed, or otherwise in stewardship of the windham & windsor housing trust who are age 16 or older. This shall include single-family homeowners who lease land owned by wwht, owners of condominium units or homes who have granted wwht a housing subsidy covenant, and tenants in rental units owned by wwht or by a limited partnership of which wwht or any subsidiary of wwht is a general partner.”

“Members have the right to nominate and elect or ratify members of the board of directors.”

“All members have the right to speak and to cast one vote on all matters properly put before the membership for consideration. Generally, general members and resident members shall have the same rights and shall vote as a single class. The assent of the membership shall be required before action may be taken on the following issues: 1. The removal for cause of members or directors 2. Except as provided in article v, sections 5a and 5b of the bylaws, the sale of land; 3. The amendment of the articles of incorporation or the bylaws; 4. The dissolution or merger of the corporation; 5. The disposition of all or substantially all of the assets of the corporation other than in the regular course of activities of the corporation; and 6. Any other matter which must be approved by the members under the vermont nonprofit corporation act.”

“The audited financial statements are presented to the board for approval, but the 990 is reviewed by the executive director and the treasurer for approval.”

“Duty to disclose: in connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest and must disclose all material facts to the directors (or members of the appropriate committee with board delegated powers) considering the proposed transaction or undertaking. Approval of conflict of interest: after disclosure of the financial interest and all material facts, and after any discussion which the board or committee wishes to have with the interested person, he or she shall leave the board or committee meeting while the conflict of interest is discussed and voted upon. After exercising due diligence, the board or committee, if appropriate, shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not also give rise to a conflict of interest, the board or committee may approve the conflict of interest transaction or arrangement if a majority of the disinterested directors or committee members in good faith reasonably believe that the transaction or arrangement is fair and reasonable to the corporation and is in the corporation's best interest and for its own benefit, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If a majority of the disinterested directors or committee members approve the conflict of interest transaction or arrangement, a quorum shall be deemed present for the purpose of taking such action, provided that the transaction or arrangement is approved by more than a single director. The minutes of the board and all committees with board delegated powers shall record the names of all persons participating in the meeting, a summary of the discussion, including any proposed alternative arrangements, and a record of any votes taken in connection with the final determination. Annual statements: each director, officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such a person (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy, (c) has agreed to comply with the policy, and (d) understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic reviews: to ensure that the corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews of the conflict of interest policy and requiredments shall be conducted.”

“The board of directors determines the executive director's salary based upon comparability and other factors.”

“The executive director determines the staff's salaries based upon comparability and other factors.”

“The organization presents financial information in the annual report and distributes their governing documents upon request.”

“The windham & windsor housing trust strengthens the communities of southeast vermont through the development and stewardship of permanently affordable housing and through ongoing support and advocacy for its residents.”

“Housing development - accounts for all activity relating to acquisition and rehabilitation or construction of housing units support and services at home (sash) program - accounts for all activity related to providing a seamless system of at-home service and support so individuals can remain in their homes throughout their lives.”