Gateway Cities
Affordable Housing Trust
Bylaws
Approved by the
Gateway Cities Affordable Housing Trust Board of Directors On ___________, 2023
Table of Contents
Part 1 – Introduction to the Gateway Cities Affordable Housing Trust 1 Establishment 1
GCAHT Guiding Vision and Mission 1
GCAHT Guiding Principles 1
Part 2 – Bylaws of the Gateway Cities Affordable Housing Trust 2 ARTICLE I - Name 2
ARTICLE II – Board of Directors 2
Section A: GCAHT Board of Directors 2
Section B: Selection of Advisory Board Members 3
Section C: Terms and Vacancies 3
ARTICLE III – Duties of Officers and Board Members 3
Section A: Duties of the Board of Director Members: 3
Section B: Formation of Subcommittees 3
ARTICLE IV – Meetings 4
Section A: Regular Meetings 4
Section B: Special Meetings 4
Section C: Voting on Project Funding 4
Section D: Voting on Amending GCAHT’s Bylaws, Principles, or Procedures 4 Section E: Minutes 4
Section F: Meeting Procedure 4
Section G: Location of Meetings 4
ARTICLE V – GCAHT Board Code of Conduct 5
Section A: Compliance with Policies 5
Section B: Conflicts of Interest 5
Section C: Confidentiality 5
Section D: Gifts or Honoraria 6
Section E: Harassment 6
Section F: Laws and Regulations 6
Part 1 – Introduction to the Gateway Cities Affordable Housing Trust Establishment
On January 4, 2023, the Gateway Cities Council of Governments approved the formation of the Gateway Cities Affordable Housing Trust (“GCAHT” or “Trust’). The Trust is a joint powers agency, which may do any of the following: (1) fund the planning and construction of affordable housing of all types and tenures for persons and families of extremely low, very low, low, and moderate income as defined in Section 50093 of the Health and Safety Code; (2) receive public and private financing and funds; and (3) authorize and issue bonds, certificates of participation, or any other debt instrument repayable from funds and financing received and pledged by the Trust. The Trust may consist of any of the cities within the Gateway Cities Council of Governments, which is a joint powers agency representing a subregion of Los Angeles County.
The GCAHT was established on ______________, by the execution of the Joint Exercise of Powers Agreement (the “Agreement”) by and between the Cities of ____________, ________________, __________________ (collectively, the “Cities”). These Bylaws were adopted by GCAHT’s Board of Directors and provide for the organization and administration of GCAHT. These Bylaws supplement the Agreement.
GCAHT Guiding Vision and Mission
A Steering Committee consisting of staff from various cities within the boundaries of the Trust along with individuals representing Los Angeles County, affordable financing, and affordable developers met on three separate occasions to discuss and recommend various governance, policy, and a guiding vision and mission as follows:
The vision of the Gateway Cities Affordable Housing Trust is to secure funding for the region that will increase the production of affordable housing and provide safe and quality homes for lower and moderate-income individuals and families.
The mission of the Gateway Cities Affordable Housing Trust is to finance the development of affordable housing in the region and thereby increase the supply of housing to lower and moderate-income individuals and families.
GCAHT Guiding Principles
The guiding principles of the GCAHT:
Implement the findings and declarations of the Agreement.
Provide funding based on principles of fiscal responsibility and demonstrated value to the taxpayer and funder.
Retain local control and the ability for local governments to use GCAHT funding for housing solutions when needed, or to participate within the region as a whole.
Demonstrate accountability and transparency for members of the Agreement and the public.
Promote public-private partnerships, nonprofit collaborations, and community building to maximize sources of public and private funds, when available, and to efficiently accelerate housing for moderate, low, very low and extremely low-income individuals and families.
Provide opportunities to strengthen local partnerships and increase capacity of local cities and agencies engaged in fulfilling housing goals.
Commit to innovation and best practices in financing, production, and service delivery in supportive housing.
Serve the region’s needs geographically by (1) extremely low, very low, low, and moderate income, and supportive housing types and (2) by population.
Foster collaborative planning to allow for project prioritization and establish a pipeline of projects.
Provide access to funding to ensure that the Gateway Cities subregion receives the maximum benefit for the resources provided.
Incorporate County’s Coordinated Entry System in conjunction with the cities’ locally driven protocols to ensure that the developed housing resources has appropriately targeted and prioritized eligible homeless populations for each project.
Part 2 – Bylaws of the Gateway Cities Affordable Housing Trust ARTICLE I - Name
The name of this entity shall be the “Gateway Cities Affordable Housing Trust” or “GCAHT” in these Bylaws.
ARTICLE II – Board of Directors
Section A: GCAHT Board of Directors
All members of the Board of Directors must be from a member city that is a party to the Agreement and shall be appointed as set forth in the Agreement.
Each of the nine (9) voting members of the Board of Directors of GCAHT shall be entitled to one (1) vote on the Board.
Section B: Selection of Advisory Board Members
An Advisory Board may be appointed by the Trust Board consisting of various government staff, persons with housing development, housing services, finance, and development expertise.
All Advisory Board members are entitled to attend all GCAHT regular and special meetings and to fully participate in such meetings but shall not constitute voting members of the Board.
Advisory Board members need not be elected officials.
Section C: Terms and Vacancies
1. Board of Directors: As set forth in the Agreement, terms of office for members of the Board of Directors shall be for two (2) years. A Board of Director’s seat shall be deemed vacant if he or she leaves elected office, or if his or her appointing body removes him or her. Upon a vacancy, the appointing body shall be notified and shall attempt to fill the vacancy within sixty (60) days of the vacancy occurring.
2. Advisory Board: Terms of office for members of the Advisory Board shall be for two (2) years. An Advisory Board member’s seat shall be deemed vacant if that member fails to attend three consecutive regular or special meetings. Upon a vacancy, the Trust Board shall be notified and shall attempt to fill the vacancy within sixty (60) days of the vacancy occurring.
ARTICLE III – Duties of Officers and Board Members
Section A: Duties of the Board of Director Members:
Meet when called by the Chair to plan and coordinate the business and proposed activities of GCAHT; Review and consider applications for project funding;
Review and consider GCAHT’s financial information, including the Annual Financial Report, any related independent audit, and the GCAHT’s annual budget; and Serve on subcommittees or task forces when appropriate.
Section B: Formation of Subcommittees
The Board may create subcommittees or task forces to accomplish the goals and purposes of GCAHT.
ARTICLE IV – Meetings
Section A: Regular Meetings
Regular meetings of GCAHT’s Board shall be held once every two (2) months, unless otherwise called by the Chair. Meeting notice, agenda, and public comment procedures shall comply with the provisions of the Ralph M Brown Act. The Clerk of the Board shall prepare meeting agendas and handle noticing requirements.
Section B: Special Meetings
Special meetings of GCAHT may be held at any time upon call of the Chair, provided that the special meetings’ noticing, and agenda complies with the Ralph M. Brown Act.
Section C: Voting on Project Funding
As set forth in the Agreement, every act or decision done or made by a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. However, the Board should strive to attain a unanimous decision on all projects which receive funding from GCAHT.
Section D: Voting on Amending GCAHT’s Bylaws, Principles, or Procedures Amendments to GCAHT’s Bylaws, Principles or Procedures shall be considered at a regular meeting and shall comply with the Ralph M. Brown Act.
An amendment to these Bylaws must be approved by a majority vote of the Board of Directors.
Section E: Minutes
The Clerk of the Board shall take minutes for GCAHT. A previous meeting’s minutes shall be considered and approved at a subsequent meeting by a majority vote of the Board of Directors.
Section F: Meeting Procedure
The conduct of meetings shall be guided by Robert's Rules of Order (most recent published edition) where the question at issue is not determined by these Bylaws.
Section G: Location of Meetings
The Board must meet in publicly accessible places typical for hosting public meetings, such as Council Chambers or city community rooms.
ARTICLE V – GCAHT Board Code of Conduct
This GCAHT Board Code of Conduct represents GCAHT’s commitment to high standards of ethics, public service, collegiality, and transparency. The following standards should be regarded as minimum expectations for conduct. GCAHT Board Members will act in accordance with and maintain the highest standards of professional integrity, impartiality, diligence, creativity, and productivity. GCAHT will act in accordance with applicable federal, state, and local laws and regulations.
Section A: Compliance with Policies
Members of the Board of Directors and Advisory Board will conduct the GCAHT business in accordance with the Agreement, these Bylaws, and all adopted policies, including conflict of interest policies.
Section B: Conflicts of Interest
The Board of Directors may not have a conflict of interest as determined by the California Political Reform Act (the “Act”), inclusive of the Levine Act, California Government Code section 81000, et. seq., and the regulations promulgated to effectuate the Act. Nor shall the Board of Directors have a conflict of interest under California Government Code section 1090.
Members of the Board of Directors are required to file a Statement of Economic Interest (Form 700) in the disclosure category as designated on the GCAHT Conflict of Interest Code.
Section C: Confidentiality
Members of the Board of Directors and Advisory Board must maintain the highest standards of confidentiality regarding information obtained directly or indirectly through their involvement with the GCAHT. This includes but is not limited to information about applications for funding, GCAHT members and their organizations and funded agencies. Members must also avoid inadvertent disclosure of confidential information through casual public discussion, which may be overheard or misinterpreted. Notwithstanding the foregoing, the GCAHT recognizes that excepting such confidential information which must be carefully preserved, the conduct of its business shall be open and transparent in accordance with the Ralph M. Brown Act and the California Public Records Act.
Section D: Gifts or Honoraria
It is not permissible for members of the Board of Directors and Advisory Board to offer or accept gifts, gratuities, excessive favors, or personal rewards intended to influence GCAHT decisions or activities.
Section E: Harassment
Harassment, interpreted as unwelcome conduct, comment, gesture, contact, or intimidating and offensive behavior likely to cause offense or humiliation, will not be tolerated and may result in disciplinary measures up to and including removal from GCAHT Board.
Section F: Laws and Regulations
GCAHT business will be conducted in a manner that reflects the highest standards and in accordance with all applicable federal, state, and local laws and regulations. 2 | Page
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