Good housing that pays /

Article I. Name.

The name of the Association shall be “The Octavia Hill Association.”

Article II. Objects.

The objects of this Association are as stated in its certificate of incorporation, as follows: “Holding, selling and leasing real estate.”

The aim is to improve the living conditions in the poorer residence districts of the City of Philadelphia. To accomplish this purpose the Association buys dwellings and other real estate and improves them so as to make them habitable and healthful. It endeavors thereby to improve the moral and physical condition of the tenants. It offers its services as agent to other owners of like properties. In this capacity it attends to collections, alterations and repairs, clerical and special work, general oversight, etc., and makes a fair charge for such services.

Article III. Principal Office.

Section 1. The principal office of the Company shall be in the City of Philadelphia.

Section 2. All meetings of stockholders of the Company and the meeting of Directors shall be held at the office of the Company, or other convenient place in the City of Philadelphia.

Article IV. Meetings.

Section 1. The annual meeting of the stockholders shall be held at such hour and place as the Directors may appoint, on the fourth Monday of January in each year.

At the annual meeting the Directors shall present a report of their proceedings and of their financial transactions, and it shall be in order for any stockholder to present for consideration any subject relating to the welfare of the Association. Notice of all annual meetings to be mailed to the last recorded address of each stockholder as furnished to the Secretary as hereinafter provided, at least five days before the date of said meeting.

Section 2. Special meetings of the stockholders may be called by order of the Board of Directors when deemed necessary by them, or on the written request of at least five stockholders, and notice of such meetings shall be given in the same manner as above provided in the case of the annual meetings.

Section 3. The stockholders present in person or by proxy at an annual meeting shall constitute a quorum; at special meetings one-third in interest of the stockholders in person or by proxy shall be required to constitute a quorum. All proxies shall be dated within ninety days of the meeting when they are to be used.

Section 4. The stockholders at the annual meeting may name a maximum sum, all or any part of which in their discretion, in such proportions as they see fit, the Directors may appropriate as salary for the Officers.

Section 5. At each annual meeting the stockholders shall elect twenty of their own number by ballot, to act as a Board of Directors. The majority of the votes cast shall elect. At such election the stockholders shall appoint two persons to act as Judges of the election, and the election shall be conducted in accordance with Section 8 of the Act of Assembly of April 28th, 1874, regulating corporations. Cumulative voting shall be allowed as provided for in Section 10 of the said Act of 1874, and amended by Act of April 25th, 1876.

Section 6. The Board of Directors shall hold stated meetings on the day and immediately after the annual meeting. It shall hold regular monthly meetings at such place and on such day and hour as it shall from time to time determine. Special meetings shall be held upon the call of the President or two Directors, said call to be mailed to the Board of Directors at least three days before the time of meeting. Those Directors who are present shall constitute a quorum for the transaction of business, provided not less than three are in attendance.

Article V. Directors.

Section 1. The business of the corporation shall be managed by a Board of twenty Directors who shall be elected by the stockholders at each annual meeting, and shall hold office for one year or until their successors shall be chosen.

Section 2. In case of the death, resignation, disqualification or removal of any of the Directors, the Board of Directors may fill the vacancy by the election of a member for the unexpired term. The Directors shall elect the Officers of the Company, viz.: President, Vice-President, Secretary and Treasurer. The Secretary and Treasurer may or may not be Directors.

Section 3. The Directors shall have full authority to make contracts and shall take all steps necessary for the conduct of the business; they shall have power to appoint whatever officers, agents and employees may be necessary to properly carry on the business of the Company, and to discharge them at any time, and prescribe and fix the compensation of such officers, agents or employees, subject to the vote of the stockholders, as prescribed in Article 4. They shall have full control and management of all the business of the Company, and may delegate to such Agent or Agents, as they deem best, such of their powers as they may find necessary and for the advantage of the Company to so delegate.

Section 4. They shall cause the books of the Treasurer to be audited immediately before each annual meeting and shall exhibit to the stockholders at the annual meeting, or oftener if expedient, a statement or report showing the financial condition of the Association; the amount due by the Association, the amount of profit and loss sustained during the year. They shall judge of the expediency of declaring dividends, and if declared, the amount. They shall also report fully upon the moral side of the work.

Section 1. The President shall perform the usual duties of the President, shall attend and preside at all meetings of Stockholders and of the Board of Directors, shall convene the Board of Directors whenever in his judgment a session is required, or whenever requested to do so, as provided in Article 4. In the absence of the President the Board of Directors shall appoint a President pro tem.

Section 2. The Secretary shall act under the direction and superintendence of the President, attend all meetings and keep in suitable books the minutes thereof, superintend the keeping and have charge of the books, papers and records pertaining to his office, sign such documents as shall require his signature, issue notices for all meetings and perform generally all the duties incident to the office of Secretary.

The address of each stockholder shall be kept by the Secretary, which address shall be furnished by the stockholder. He shall have custody of the corporate seal, and attest it whenever applied.

Section 3. The Treasurer shall give bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors from time to time may require. He shall have charge of the funds of the corporation, shall keep its accounts, and exhibit a statement of its affairs at the annual meeting of the stockholders, and at each regular meeting of the Directors. All money belonging to the Company shall be deposited in its name in some bank of Philadelphia approved by the Directors, and shall be drawn therefrom only by checks signed by the Treasurer, who shall pay no bills unless approved in writing by the Chairman of the Committee, or of the sub-committee, authorized to contract them. The Treasurer shall keep the stock books of the Company in proper form.

In the Treasurer’s absence the Board of Directors may delegate one of their number to act as Treasurer pro tem. It shall be possible for a Trust Company to act as Treasurer.

Article VII. Stock Certificates.

Section 1. Certificates of stock shall be issued under the seal of the Company, and be signed by the President and Treasurer of the Company and attested by the Secretary.

Section 2. No transfer of stock shall be allowed except by transfer on the books of the Company, in person, by the person to whom issued or by his or her duly authorized attorney. The Secretary shall cancel the original certificate before signing a new one in lieu thereof.

Section 3. No certificate of stock shall be transferable on the books of the Company while the assignor of such certificate of stock shall be indebted to the Company, unless a majority of the Board of Directors authorize such transfer.

Section 4. Duplicate certificates may be issued for those lost or destroyed under such terms as may be prescribed by the Board.

Article VIII. Transfer Books.

The transfer books of the Company shall be closed for five days next preceding the annual election and the days appointed for the payment of dividends.

Article IX. Order of Business.

1.

Roll Call.

2.

Reading the Minutes of the previous meeting.

3.

Report of the Officers or Board.

4.

Reports of Special Committees.

5.

Report of Regular Committees.

6.

Unfinished Business.

7.

Communications.

8.

New Business.

9.

Elections.

10.

Adjournment.

Article X. Amendments.

These By-Laws may be altered or amended at any meeting of the stockholders duly convened, or at any annual meeting, provided notice that an amendment will be offered shall have been given in the notice for the meeting. No change shall be made in these By-Laws except by vote of two-thirds of the stock represented at such meeting.