The name of the Corporation shall be the Self-Determination Housing Project of Pennsylvania, hereinafter referred to in these By-Laws as SDHP.

The Primary Purpose of SDHP is to carry out lawful business activities on a not-for-profit basis including, but not limited to, the promotion of self-determination in housing for people with disabilities through such activities as the provision of technical assistance, education and training, and the initiation and support of demonstration projects.

SDHP shall have the purposes and powers stated in its Articles of Incorporation, and such other powers as are now or may be granted a nonprofit corporation organized under the laws of the Commonwealth of Pennsylvania.

The corporation shall have the following mission statement:

The Self-Determination Housing Project of Pennsylvania (SDHP) is an organization created to promote self-determination and control in housing for persons with disabilities in the Commonwealth of Pennsylvania. To that end, SDHP will focus on bridging the housing and disability communities through the provision of education, information, training and technical assistance to persons, groups and organizations, including but not limited to, individuals with disabilities, families, advocates, public agencies, government officials, service providers, lenders, builders, developers, architects, Realtors and legal representatives. SDHP will encourage and help to foster state and local partnerships and coalitions among these interests to enable persons with disabilities to realize the housing of their choice and preference.

The registered office of SDHP in the Commonwealth of Pennsylvania shall be 6 South Easton Road, Glenside, Pennsylvania 19038.

SDHP shall have and continuously maintain in this state a registered office, and may have other offices within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine.

The fiscal year of SDHP shall be from July 1 through June 30^th.

Section 3.1. The corporation shall have no members.

The Board of Directors shall have full power to conduct, manage and direct the business and affairs of the Corporation; and all powers of the Corporation, are hereby granted to and vested in the Board of Directors.

The Board of Directors shall be composed of no more than nineteen (19) members who shall be natural persons of full age who are committed to the purposes of the Corporation as set forth in its Articles of Incorporation and these By-Laws. There shall be two classes of board members.

Class (A): At all times at least 51% of the board shall be class A board members. Class A board members are defined as person with disabilities or family members of person with disabilities as defined in these By-Laws. At all times, at least 51% of Class A board members must be persons with disabilities.

Class (B): The SDHP shall strive to fill the remainder of the board with persons from the following categories: provider agencies; lenders; developers (non-profit and for profit) representatives of agencies such as NAHRO, the Pennsylvania Low Income Housing Coalition; Realtors, architects, county MH/MR administrators, local government representatives, accountants, lawyers, fund raising/marketing experts and others who can support and assist the goals of the SDHP.

The initial Board of Directors shall be appointed by the Incorporators and shall hold office until the first annual meeting of the Corporation. Eight of the initial Directors shall be appointed for a one (1) year term. Nine of the initial Directors shall be appointed for a two (2) year term.

a) Term of Office. The Directors elected at the first annual meeting shall hold office for a period of two (2) years and until their successors shall be elected and qualified. Subsequent Directors shall also hold office for a period of two (2) years after the date of his or her election and until a successor has been elected and qualified.

b) Consecutive Terms. There is no limit as to the number of terms a director may serve so long as the member is properly nominated and elected in accordance with these By-Laws.

At every meeting of the Board of Directors the Chairperson shall preside and the Secretary or any person selected by the Chairperson shall act as Secretary in his/her absence.

Any Director may resign at any time by giving written notice to the Chairperson or Secretary of the Corporation. Such resignation shall take effect on the date of the receipt of such notice or at any latter time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

a) Declare Vacant. The Board of Directors may declare vacant the office of a Director if the Director is found by the Board to have acted or performed in a manner which is illegal or fraudulent against, or in conflict with the interests of, or to this Corporation. The absence, excused or unexcused, from more than four consecutive meetings or twenty-five percent (25%) of the meetings in a fiscal year, or the failure to take an active interest in the affairs and business of the Corporation, shall be sufficient cause for termination of membership on the Board. Directors shall be responsible for contracting the Secretary in advance of the meeting (unless it is an emergency), of the inability to attend any scheduled meeting of the Board of Directors.

b) Filling Vacancies. Should a Director resign from office, or in accordance with these By-Laws, should a vacancy be declared, or should a vacancy arise by any other cause herein specified, the remaining Directors shall elect a qualified person to fill the vacancy at any regular or special meeting duly convened after notice to all Directors in accordance with these By-Laws. The person so elected shall hold office for the balance of the applicable term.

a) Regular Meetings. The meetings of the Board of Directors may be held at such times and at such place(s) as a majority of the Directors may from time to time appoint, or as may be designated in the notice calling the meeting.

b) Annual Meetings. The annual meeting of the Board of Directors shall be held on or before October 30^th of each calendar year.

c) Teleconferencing. Any meeting of the Board of Directors, with the exception of the Annual Meeting, may be held by conference telephone, or a vote may be held if each Director is called directly by the Chairperson or Executive Director and all Directors agree to such a meeting or a vote. In the event a meeting or vote is conducted by telephone, the Secretary shall within ten (10) days of the meeting or vote provide each Director with a written report of the meeting or vote. The Directors shall acknowledge their consent to such a meeting or vote and approval or disapproval of the report by signing the report and submitting it to the Secretary. These reports shall be stored with the corporate minutes.

d) Special Meetings. Special Meetings of the Board of Directors may be called by the Chair or by five (5) or more Directors.

a) Notice Requirements. Written notice of every meeting of the Board of Directors shall be given to each Director at least fourteen (14) calendar days prior to the day named for the meeting. The notice shall state the time, place and tentative agenda for the meeting. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such a meeting except where such representative attends a meeting for the express purpose of objecting, at the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

b) Waiver of Notice. The President may waive the fourteen (14) days notice requirement and forty-eight (48) hour telephone notice shall suffice if a special Meeting is called pursuant to Article 4 Section 8(d) above or if the President determines that there is some matter requiring the immediate attention of this Board of Directors, and that a delay would work to the detriment of the Corporation.

c) Office. Unless otherwise directed, any notice required or requested shall be sent to the designated representative at his or her principal office.

Immediately after each annual election of Directors, the newly selected Board may meet for the purpose of organization, and the transaction of other business, at the place where the election was held. In the event that such meeting immediately follows the election of the Board, notice of this meeting is not required. The organization meeting may nevertheless be held at any other time or place in which case notice shall be given as provided in Section 4.9 of these By-Laws.

a) Quorum. A majority of the Directors in office must be present at a meeting, in order to constitute a quorum which shall be necessary for the purpose of voting on matters of the Corporation.

b) Voting. All votes, except as other required pursuant to these By-Laws, shall require a majority of those present to pass a motion.

c) Number of Votes. Each Director shall be entitled to one (1) vote.

The Board of Directors shall present, at the annual meeting of the Board, a report verified by the Chairperson and Treasurer showing in appropriate detail the following in writing:

a) The assets and liabilities of the Corporation as of the end of that fiscal year.

b) The revenue and liabilities of the Corporation, both unrestricted and restricted to particular purposes, as of the date of the Annual Meeting.

c) The number of Directors of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current Directors and of their representatives may be found.

a) No Compensation. Directors shall receive no pay, fees or compensation for their service on the Board. Directors shall be reimbursed for reasonable expenses incurred in the course of fulfilling their Board obligations, including costs of travel, if the Corporation has the funds available.

b) Staff as Director. No member of the Board of Directors may be paid staff of the Corporation. In the event a Director is hired as staff of the Corporation the Director shall immediately provide the Board of Directors with notice of its Board resignation. However, the Executive Director shall be considered an Ex-Officio member of the Board of Directors who shall be entitled to a voice but not a vote on matters of the Board.

c) Paid Consultant. Pursuant to Section 5728 of the Pennsylvania Nonprofit Corporation Act, a contract or transaction between the Corporation and one or more of its members, directors or officers in which the member, director or officer has a financial interest, may be permissible even if the interested member, director or officer is present at the meeting in which the contract is voted and approved by the Board of Directors, so long as:

1. The interested member, director or officer discloses its relationship or interest as to the contract or transaction;

2. The interested member, director or officer does not vote or attempt to influence the vote of other board members on this matter.

3. The Board of Directors, in good faith, authorize and upon a lawfully held vote, approve the entering into the contract or transaction; and

4. The contract or transaction is fair as to the Corporation and the price is a competitive price for similar services that could otherwise be obtained.

The Executive Committee is that group of persons vested with the authority to transact routine and ordinary business between meetings of the full Board. The Executive Committee must report to the Board all actions it has taken in the interim, between Board meetings. If they Board opposes a particular decision of the Executive Committee, it may vote, where possible, to reverse the decision.

a) Composition. The Executive Committee shall consist of the following Board Officers:

i) Chairperson

ii) Vice-Chairperson

iii) Treasurer

iv) Secretary

b) Duties.

i) Conduct routine and ordinary business

ii) Prepare agenda for all meetings of the Board and Executive Committee

iii) Review committee reports

c) Actions.

i) A quorum must be present throughout any of the Executive Committee meetings for any action to take place. A quorum shall constitute a simple majority.

ii) All actions of the Executive Committee must be approved by a majority of those members present.

The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees, each of which shall consist of two or more Directors of the Corporation. Persons not representing Directors shall also be permitted to sit on committees. Such committees shall have and exercise only the power and authority specifically prescribed and granted by the Board of Directors in the resolutions establishing them. No committee, including the Executive Committee, shall have the power and authority to:

a) Fill vacancies in the Board of Directors;

b) Adopt, amend or repeal these By-Laws;

c) Amend or repeal any resolution of the Board of Directors.

SDHP shall have the following standing committees:

i) Executive Committee

ii) Nominating

iii) Budget/Finance

iv) Planning and Program Development.

The duties of these Committees shall be established by these By-Laws or by resolution of the Board of Directors.

The officers of the Corporation shall be a Chairperson, a Vice-Chairperson, a Secretary and Treasurer.

The officers shall be natural persons and must be Directors of the SDHP.

The terms of each office shall be two years. The officers shall be nominated pursuant to the procedure set forth in Article 9, Section 1 of these By-Laws. No officer shall serve more than two consecutive terms in any one office. However, subject to the provision above, the Officer may serve as any other officer after completion of his/her former term.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the Chairperson, or the Secretary of the SDHP. Any such resignation shall take effect on the date of the receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

a) Any officer of the SDHP may be removed from his/her status as an officer, for good cause, by the Board of Directors whenever in the judgment of the Board the best interests of the Corporation would be served thereby.

b) Prior to the removal the Board of Directors shall provide the officer with no less than thirty (30) days written notice of the charges and/or allegations that is the cause of the recommended removal. The officer shall be given the opportunity to defend him or herself, including the right to provide written or oral documentation at the next scheduled Board meeting. Thereafter, the Board shall again vote on the removal of the officer. The officer charged shall be prohibited from casting a vote.

c) After notice of recommendation of removal, and prior to the next scheduled Board meeting the officer shall remain in office, unless the Board or Executive Committee votes to suspend the officer pending a final determination of the Board of Directors.

d) If the Board of Directors is unable to reach a decision regarding the removal of an officer, the decision shall be designated the responsibility of the Executive Committee.

e) In the event the Board or Executive Committee is unable to reach a decision regarding the suspension or removal of an officer, the Executive Committee shall be authorized to select a person not on the Board of Directors to help facilitate the decision-making process.

Any vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors for the unexpired portion of the term.

The Chair shall have general supervision over the activities and operations of the Corporation, subject, however, to the control of the Board of Directors. The Chair shall sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contract, or other instruments authorized by the Board of Directors, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer, agent or employee of the Corporation, and in general, shall perform all duties incident to the office of the Chair, and such other duties as from time to time may be assigned by the Board of Directors. The Chairperson shall have responsibility for presiding at all meetings of the Board of Directors and meetings of the Executive Committee. The Chairperson shall, with input from the Executive Committee and other Directors, also be responsible for establishing the agenda in advance of the meeting, and providing the necessary written reports or documents needed for the agenda and providing written notification of the agenda in the manner required by these By-Laws.

The Vice-Chair shall perform the duties of the Chair in his/her absence or incapacity and such other duties as may from time to time be assigned by the Board of Directors or by the Chair.

The Secretary shall attend all meetings of the Board of Directors and shall record all the votes of the Directors in a book or books to be kept for that purpose; and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents to be executed on the Corporation’s behalf under its seal; and in general, shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President. The Secretary shall also be responsible for receiving notice of requested guests and/or staff, to meetings of the Board, and for discussing these requests with a member of the Executive Committee and rendering a decision on such requests.

a) The Treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate book account of the same to the credit of the Corporation; shall collect and receive or provide for the collection and receipt of money due to or received by the Corporation; shall deposit all funds in his/her custody as Treasurer in such bank or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board, render an account showing his/her transactions as Treasurer, and the financial condition of the Corporation; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors of the Chair.

b) The Treasurer shall be the authorized signatory on all deposit accounts of the Corporation. The Treasurer may delegate to the Executive Director signatory authority on deposit accounts for disbursements not in excess of Two Thousand Dollars ($2,000.00).

The Board of Directors may authorize any officer or officers, agent or agents of the SDHP, in addition to the officers as authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such, authority may be general or confined to specific instances.

a) The Treasurer shall have authority to authorize payment and sign checks and other demands for money, on behalf of the Corporation, without Board approval, for amounts up to and including Two Thousand Dollars ($2,000.00).

b) All checks or demands for money and notes of the SDHP, above $2,000.00, must be approved by the Board of Directors and signed by the Treasurer and one other member of the Executive Committee.

c) Expenditures in excess of $___________ not authorized under a budget approved by the Board of Directors shall require a written resolution of the Board of Directors.

d) The Treasurer shall review a record of disbursements, on a monthly basis, made by the Executive Director and certify that the payments are consistent with the budget authority set forth by the Board of Directors.

All funds of the SDHP shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed in accordance with the requirements of Section 7.2 of this Article. All checks and/or cash received by the Corporation must be deposited within three (3) business days of receipt of such funds.

The Board of Directors or such other persons as they may authorize may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any specific purpose of the Corporation.

The Corporation shall have a seal in the form of a circle, inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania," and such other details as may be provided by the Board of Directors.

These By-Laws may be amended or repealed, or new By-Laws may be adopted by a majority vote of two-thirds of the Board of Directors of the SDHP in office at any regular or special meeting of Directors.

Such proposed amendment, repeal, or new By-Laws, or summary thereof, shall be set forth in any notice of such meeting, whether annual, regular or special, and shall state the reason for such proposed change.

The Corporation will keep at its registered office or principal place of business: a) correct and complete books and records of financial accounts; b) minutes of the proceedings of its Board of Directors, and committees; and c) the original or a copy of its Articles of Incorporation and By-Laws, including amendments to date certified by the Secretary of the Corporation.

All books and records of this Corporation may be inspected by any Director, and his/her agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.

The Nominating Committee shall consist, each year, of a Chairperson plus two other members of the Board of Directors appointed by the Chair, and other persons if so desired by the Board of Directors.

The Nominating Committee shall hold one or more meetings. A majority of the Nominating Committee shall constitute a quorum for the transaction of business.

The Nominating Committee shall inform the Board of Directors at least two months before the next Annual Meeting of its nominations to fill Class A, Class B and Officer positions. The Board may accept or reject such recommendations.

Section 10.1. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated on a not-for-profit basis as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

a) A Director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

i) The Director has breached or failed to perform the duties of his or her office as defined in Section B below; and

ii) the breach or failure to perform constitutes sefl dealing, willful misconduct or recklessness.

b) The provisions of this Section shall not apply to:

i) the responsibility or liability of a Director pursuant to any criminal statute; or

ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

a) A Director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statement, including financial statements and other financial data, in each case prepared or presented by any of the following:

1) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person;

3) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

b) In discharging the duties of their respective positions, the Board, committees of the Board and individual Directors may, in considering the best interest of the Corporation, consider the effects of any action upon employees, upon persons with who the Corporation has business and other relations, and upon communities in which the offices or other establishments of or related to the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection 9 of this Section.

c) Absent breach of fiduciary duty, lack of good faith or self dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

The SDHP shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director or Officer of the Corporation, or, while serving as a Director or Office of the Corporation, also is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

The SDHP shall indemnify any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of the Corporation, or, while serving as a Director or Officer of the Corporation, also is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such threatened, pending or completed action or suit by or in the right of the Corporation.

Indemnification under Sections 11.3 and 11.4 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

The Corporation may, at the discretion of, and to the extent and for such persons as determined by, the Board of Directors of the Corporation, (i) indemnify any person not entitled to indemnification under Sections 11.3 and 11.4 who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative, and including actions or suits by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that the person is or was an employee, agent or other representative of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding, and (ii) pay such expenses in advance of the final dispositions as provided in Section 11.7 hereof.

Expenses incurred in connection with a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the indemnified individual to repay such amount unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Each indemnity provided in this Article shall continue as to a person who has ceased to be a Director, Officer, employee, agent or other representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The SDHP shall have the power to purchase and maintain on behalf of any person who is or was a Director, Officer, employee, agent or other representative of the Corporation or is or was serving at the request of the Corporation as a Director, Office, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the Corporation would otherwise have the power to indemnify such person against such liability.

Each person who shall act as an authorized representative of the Corporation shall be seemed to be doing so in reliance upon the rights of indemnification provided by this Article.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the By-Laws of SDHP, a Pennsylvania non-profit Corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the Corporation.

DATED:________________________ _________________________________

Secretary