Housing Assistance Council

“The organization amended its bylaws during fiscal year 2024. The amendments were as follows: article ii board of directors sec 2 maximum board reduced from 30 to 24 with the ability to set lower limit by resolution. Changes the minimum number of directors 3 voting directors. Sec 5 break required after term limits is reduced from 3 to 2 years. Sec 7 board can appoint non-voting honorary directors by resolution (eg bennie thompson). Article il officers sec 1 shows the president/chief executive officer as one position, two titles. Officer terms increase from one year to two years. (elections will be every other year starting with 2025.) an officer elected with less than 2 years remaining in their 3 full term will remain on the board until the end of the officer term. Sec 4 treasurer description re-written to better reflect the current role of treasurer. Sec 5 secretary is appointed, not elected, and can be a staff member. It is not a term appointment i.e. Serves until a new secretary is appointed. Sec 6 clarifies signature delegation authority for ceo. Sec 7 vacant officer position vacancy will be filled by election for the balance of the remaining term. Article iv meetings sec 1 annual schedule adopted by board constitutes required notice unless there are schedule changes/additions. Sec 2 wording changed to be clear that the board is not limited to items on the distributed agenda. Sec 3 slightly alters the provision for directors other than chair or president to call for a special meeting. Sec 4 quorum increases from one-third of directors to a majority of voting directors. Sec 5 requires vote of a majority of voting directors to hire or terminate the ceo. Sec 6 adds new section for action without meeting. Requires written consent from all voting directors. Article v exec committee sec 1 adds a second at-large member in place of the secretary, who is no longer ex officio executive committee member. Sec 4 adds a provision that the executive committee does not have authority to hire/fire the ceo. Sec 5 requires exec comm actions be reported to the board at the next board meeting. Article vi other standing and special committees sec 2 minor revisions to match existing loan committee practice/policy. Sec 4 simplifies name of finance and resource development committee to finance committee. Delegates authority to select/retain auditor to finance committee. Retains board authority to meet and consult with the auditor and to review the audit (unless delegated). Sec 5 reinserts language authorizing the board to create other committees of the board, clarifies that board elects committee members. Sec 6 provides for advisory committees which may or may not include directors. Advisory committees do not need to comply with article iv sec 5 regarding elections. Article vil conflict of interest sec 1 inserts general policy statement taken from annual disclosure form now in use. Sec 2 adds domestic partner to definition of family. Article vil general provisions sec 6 clarifies that as stated in the articles of incorporation, hac is not organized as a membership corporation as defined under dc law.”

“The federal form 990 tax return for hac is prepared by an independent auditing firm who also conducts the annual financial audit of hac. The tax return is reviewed by hac's finance & administration director and by hac's chief executive officer. The tax return is also subjected to reviews by hac's board of directors before it is filed with the internal revenue service.”

“Each director, principal officer and member of a committee with board-delegated powers shall annually sign an annual statement. The chief executive officer or his designee shall review all statements submitted. Interested persons (board and staff) that have a direct or indirect financial interest must disclose the nature/facts of the conflict. On transactions that will be conducted with relationships that might involve parties that could be construed as conflict of interest, staff and management will discuss with legal counsel, and/or the board of directors such potential conflicts of interest prior to entering into any such agreements or needing approval for such events. Staff will primarily determine whether the organization creates a potential conflict of interest. A discussion will be held with the management and verified by a legal counsel if a new transaction type arises. For board members, such disclosures are put in writing by the board members and retained by management. If the board of directors 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. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board of directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action such as disqualifying the employee for particular assignments and separation.”

“There is an annual evaluation conducted for all key personnel by the chief executive officer. For the chief executive officer, an executive compensation committee of the board of directors evaluates this position. For all positions, the chief executive officer and board of directors are afforded a compensation survey of key positions to determine the fairness and comparable rates based on size and budget of similar organizations. For key personnel, the chief executive officer makes compensation adjustments based on comparable market rates for the position, performance merit or cola. For the chief executive officer, the executive compensation committee meets at least annually to recommend compensation adjustments to the chief executive officer's salary. Adjustments to all personnel compensation are incorporated into the annual operating budget. As part of the budget presentation, management reports on compensation adjustments to personnel line item costs to the board finance committee, then to the entire board of directors. The board of directors is afforded opportunity to raise questions if necessary. Compensation adjustments to the chief executive officer's compensation are presented by the executive compensation committee to the full board of directors, in executive session, for approval. Minutes are taken of the executive committee meeting and held by hac's general counsel.”

“Hac provides its governing documents and the conflict of interest policy upon request. The annual financial statements are made available to the public both through annual reports and also upon request.”

“Other professional fees: program service expenses 1,608,234. Management and general expenses 496,012. Fundraising expenses 111,768. Total expenses 2,216,014.”

“Cumulative adjustment from adoption of new credit loss standard 795,744. Credit loss recovery - unfunded commitments 73,297.”

“This process has not changed from the prior year.”