THE BY-LAWS AS STATED ARE A PROPOSED DRAFT BASED ON THE CURRENT BY-LAWS OF AVION VILLAGE MUTUAL OWNERSHIP CORPORATION. FOR A HARD COPY OF THE CURRENT BY-LAWS, PLEASE VISIT THE BUSINESS OFFICE.
ARTICLE 1 Name and Location
The name of the Corporation is Avion Village Mutual Ownership Corporation.
It is a non-profit Corporation without capital stock or shares, established pursuant to and under the non-profit Corporation Laws of the State of Indiana with its principal office at South Bend, Indiana.
ARTICLE 2 Purposes
As set forth in its Articles of Incorporation, this Corporation is not organized for pecuniary gain, but for the following purposes: (a) to manage, operate, acquire and own, on a non-profit basis under appropriate agreements, in the interest of the United States of America, the members the Corporation as occupants thereof, and the National defense projects constructed by the Federal Public Housing Commissioner, in order to provide housing for families of persons engaged in National defense activities pursuant to an Act of Congress approved October 14, 1940 ’54 (Stat. 1125) as amended, known as the Lantham Act, and for the housing of certain persons and their successors as may be agreed upon between the Corporation and the United States of America on termination of the National defense emergency, as determined by the President of the United States. (b) To provide, on a non-profit basis, such community and other facilities, services, or benefits as may be necessary or convenient for the welfare of its members and the usefulness of said projects.
In pursuance of said purpose, Defense Housing Project – TEX-41091, Dallas, Texas, will be managed, operated, and subsequently acquired by the Corporation under appropriate agreements with the United States of America through the Federal Public Housing Commissioner. Should the Corporation assume the operation of additional housing projects, these by-laws may be amended in order to assure membership on the Board of Directors of resident occupants thereof.
ARTICLE 3 Directors and Officers
The affairs of the Corporation shall be conducted by a Board of Directors of nine members. Except as to the first Board of Directors, whose members are designated in the articles of Incorporation, and who shall serve until the first annual meeting of members of the Corporation, or until their successors are elected and qualified. Directors shall be elected by members of the corporation by secret ballot at an election date as designated by the Board of Directors, and each Director shall hold office until his or her successor is elected and qualified, subject to the provisions of these By-Laws with respect to vacancies in the Board of Directors.
At the first annual meeting of the members of the corporation, three directors shall be elected for a term of three years, three directors for a term of two years and three directors for a term of one year. Thereafter, at each election, three directors shall be elected for a term of three years as provided herein. No compensation, remuneration, or payment of any kind, or in any form, shall be paid any director for his service as such, provided, however that directors may be reimbursed for actual expenses incurred on behalf or for the benefit of the corporation. Five members of the Board shall constitute a quorum at any meeting for the transaction of business except to fill vacancies which may occur as set forth in Section 6, of Article 3, which may be filled by the remaining directors present. The composition of the Board of Directors, shall be representative of the interests of the Housing Project operated by the corporation, and the general public in adequately housing defense workers and their successors and integrating the projects as a part of the life of the community in which it is located.
From and after March 1, 1955 the Board of Directors of Avion Village Mutual Ownership Corporation shall be nine members. The composition of the Board of Directors shall be representatives of the Housing project of the residents, integrating the project as a part of the community in which it is located.
a. Nine (9) residents of the housing project shall be occupant members of the Corporation and shall directly represent the interests of the housing project and the residents and occupants thereof The present incumbents shall serve out their unexpired term and thereafter their successors shall be elected and serve a period of three years each.
No director shall be restricted to the interest represented by him or her as fore said, but each and every director shall participate in the consideration of and voting upon all of said interests and any other interest, problems, and questions and matters which come before the Board of Directors to be acted upon.
The procedure for nominations of persons as candidates for election as Directors shall be governed by the following provisions.
Ar) At the annual meeting of the members of the Corporation each year in January, there shall be elected by the members a Committee on Nominations consisting of eleven resident occupants of the housing project, each of whom must be the occupant member of the Corporation. No officer or members of the Board of Directors shall be elected a member of such committee. The committee shall prepare and the Secretary of the Corporation shall post at the principal office of the Corporation in at least two prominent places of the project at least sixty days before the election date a list of nominations for directors to be elected by the members of the Corporation, said list to consist of at least twice as many nominees for directors as are to be elected. Any fifty or more members of the Corporation may make any other nominations in writing over their signatures for a resident occupant member of the Board of Directors not less than thirty days prior to the election date and give same to the Secretary of the Corporation, who shall post at the same place where the list of nomination made by the committee on nominations is posted.
(2) The Secretary shall mail or deliver to and post on each Corporation member’s front door notice of the annual election meeting (which shall set forth the time and place thereof) a statement of the name and number of Directors to be elected. The members of the Corporation may at any meeting of members at which a Director or Directors shall be removed, as hereinafter provided, elect a successor or successors thereto without compliance with the foregoing provisions with respect to the procedure for nominations
The officers of the Corporation shall consist of a President, who shall serve as Chairman of the Board of Directors, a Vice President, who shall serve in the absence of the President, a Treasurer and a Secretary each of whom shall be a member of the Board of Directors and all shall serve as the executive committee. The secretary who shall be the person employed by the Corporation as its Manager as such shall have no vote at any Board of Directors Meetings, but shall have a voice in all matters concerning the Corporation. The first Board of Directors shall elect the aforesaid officers at its first meeting, which shall be held within thirty days after incorporation, and thereafter the Board of Directors shall elect the aforesaid officers after its first meeting of each fiscal year or until the election of their successors, except the Secretary who shall be the person employed by the Corporation as its Manager.
A vacancy in the Board of Directors, occurs upon the death, resignation, or when an occupant member of the Board ceases to be a resident of the housing project of which he was a resident occupant at the time of his election, removal from office by petition or by absence from three (3) three successive regular meetings of the Board of Directors of a Director or officer when determined by the Board to be without due justification. When a vacancy occurs in the Board of Directors, except by reason of removal by petition of a Director, before the expiration of his or her term, the vacancy shall be filled by the remaining members of the Board at the next succeeding meeting of the Board by electing a person who shall serve to complete the then remaining portion of the unexpired term, provided that a vacancy in one category of Directors as herein defined must be filled by election of another to fill the same category. When a vacancy of an executive officer occurs for any cause before said Officer’s term has expired the vacancy shall be filled by the Board of Directors from it’s existing members at its next succeeding meeting and by the election of a resident member to complete the term as herein defined.
A majority of the members of the Corporation present at any regular or special meeting duly called may remove any Director of officer for cause affecting the ability or fitness of the Director or officer to perform his duties upon specific written complaint previously filed with the Secretary of the Corporation, signed by the member or Director making the complaint, accompanied by a petition signed by at least one hundred (100) members requesting the consideration of said complaint by the membership. Within five (5) days of receipt of said complaint and petition, the Secretary of the Corporation shall give ten (10) days notice in writing of the date, time, place, and object of such meeting to the resident members and to the Director against whom the complaint is made, said notice to be accompanied by a copy of the complaint. Such Director shall be given an opportunity at said meeting to be heard in person, or through counsel, and to produce witnesses in regard to the complaint. If a Director is removed under the provisions of this Section, the members shall at the same meeting or at an adjourned meeting elect a person to fill the vacancy thus created for the remainder of the unexpired term. If an officer be removed under the provisions of this Section, the Board of Directors shall appoint another to fill the vacancy thus created for the remainder of the unexpired term as provided in Section 6 of this Artticle.
ARTICLE 4 Powers and Duties of the Board of Directors
The Board of Directors in its corporate capacity shall direct the affairs of the Corporation and make necessary rules and regulations not inconsistent with the laws, the Articles of Incorporation, or these by-laws; and no Director in his individual capacity shall attempt to deal with members of the Corp oration, employees or others in behalf of the Corporation outside of a regular or special meeting of the Board of Directors, unless he is acting as interim Manager until a Manager is employed by the Corporation to deal with all management duties and as such will not have voting powers and will receive no compensation as defined in Article 3 Section 2, of these by-laws.
From and After January 27, 1989 the Board of Directors by affirmative vote of the majority of the whole Board appoint or dismiss and fix the duties and salaries of a Manager and attorneys and other agents as it may deem necessary to carry on the business of the Corporation. Such appointees need not be members of the Corporation.
From and after January 27, 1989 the Board of Directors, by an affirmative vote of the majority of the whole Board elect to add a member from their membership to the Executive Committee, said committee members to hold said office until their successors are elected, with authority to exercise the powers delegated to it by the Board in its behalf during the intervals between the meetings of the Board, at each of which meetings said committee shall report any and all intervening action taken by it. The Board of Directors shall also appoint an agency to review, at a nominal cost, all applications for residence membership, the cost being charged as a application fee to be paid by applicant in the form of a Money Order when submitting said application to the Manager of this Corporation, and such other committees, from their own members, or from members of the Corporation, as are deemed desirable, which have not been chosen by the members at regular or special meetings of the Corporation.
The Board of Directors shall meet at a regular time as decided by the Board of Directors. Special meetings of the Board of Directors shall be held upon call of the President or vice-president, or upon the written request of the majority of the members of the Board of Directors to the President. Notice of regular or special meetings shall be in writing and mailed or otherwise delivered to each director by the Secretary at least six days and not more than ten days before the meeting. Notice of each special meeting shall state the object of such meeting and no business other than that specified in such notice shall be transacted.
An annual report, as required by law, accompanied by a filing shall be filed in the month of request by the state each year with Secretary of the State of Indiana by the Corporation on forms mailed to the Corporation by the Secretary of the State of Indiana, it being obligatory for the President of the Corporation to oversee that it is completed in a timely manner by the Secretary of the Corporation. Said annual report shall contain the following information as of the last day of the preceding calendar year:
(1) The name of the corporation.
(2) The location and post office address of its principal office in the State of Indiana, and the name and address of its resident agent upon whom process may be served.
(3) The date of Incorporation.
(4) The act under which it was incorporated
(5) The names and residences of officers and directors and the number of existing members, of which there must be at least three hundred.
(6) The total amount of all outstanding indebtedness, if any.
(7) The purposes of the Corporation.
(8) A list of all property, real and personal, owned by the Corporation itemized to the extent required by the Secretary of State of Indiana, and the current market value of same set opposite each respective item, to the extent required by the State of Indiana.
(9) The nature and kind of activities in which said corporation has been engaged during the year covered by the report.
(10) What, if any, distribution of funds has been made to any members during the year covered by the report required by State of Indiana.
(11) A statement of the aggregate amount of any loans, advances overdrafts or withdrawals and repayments thereof made to or by any officer, directors or members required by State of Indiana.
(12) A verified statement of revenue received by the Corporation from all sources during the preceding calendar year, setting out the sources of revenue so received in each instance, together with a general statement showing disbursements, also all cash and assets required by the State of Indiana.
Special reports may be made by the Board of Directors from time to time at any regular or special meeting of members, and shall be made when requested by a majority of the members present at any regular or special meeting, said requested report to be made at the next subsequent regular or special meeting.
The Board of Directors shall select one or more banks to act as depositories of the funds of the Corporation and determine the manner of receiving, depositing and disbursing the funds of the Corporation and the form of checks and the person or persons by whom the same shall be signed when not signed by the Manager and treasurer and or one member of the Executive Committee. In every case the bank’s selected shall be a member of the FDIC or the successor thereof.
From and after January 27, 1989 the Board of Directors shall require all collection of funds to be in the form of checks or money orders, no cash payments are to be received by any officer or employee of the Corporation. All distribution of funds over $600.00 shall be made in the form of Corporation checks signed by the Manager and one member of the Executive Committee unless otherwise authorized by the affirmative vote of the majority of the whole Board. The Board may require bonding of every officer or employee of the corporation by affirmation vote of the majority of the whole Board.
ARTICLE 5 Membership and Rights Thereunder
From and after March 18, 1976; The Articles of Incorporation of this Corporation provide that all Members shall be required to be resident occupant members, who shall occupy a designated Avion Village Mutual Ownership Corporation unit in the housing project, there shall not be any absentee memberships.
Occupant Membership in this Corporation entitles the member to take part in the affairs of the Corporation under the democratic principle of one vote for each member and to the benefits of home security for the member and family through the Corporation’s mutual participation plan under its Mutual Ownership contract with its members.
Eligibility to membership to the Corporation as an occupant member is limited to the head of each family who occupies a dwelling unit under and exclusive use lease or other written contract in the housing project managed by the Corporation. Only the head of each family occupying a dwelling unit and signing the Mutual Ownership Contract shall transact with the Corporation any business pertaining to the members and the Corporation. No member of the family or relative shall act on behalf of the persons signing the Mutual Ownership Contract.
No one shall be excluded from membership in the Corporation by reason of his or her membership or non-membership in any lawful organization.
Each applicant for membership in this Corporation as an occupant member, as a condition of membership shall:
(1) Supply for the information of the Board such data as it shall deem essential.
(2) Pay fees presently charged for credit reference check and be approved by the Board.
(3) Agree in writing to abide by the By-Laws and all rules and regulations of the Corporation.
The non-refundable registration fee for occupant members shall be $50.00 up to and including April 27, 1945, after which time the fee shall be $5.00. No certificate of membership shall be issued until refundable membership fee of $845.00 been paid. Each certificate of membership in the corporation shall be dated in order and shall be entered in the membership book of the Corporation as it is issued. Each certificate of Membership shall exhibit the member’s name, recite his membership in the Corporation, contain a statement of the requirements of Section 8, Article 8 hereof have plainly printed on the face thereof the word “Non-Transferable” and be signed by the Secretary of the Corporation and bear the Seal of the Corporation, attested by its Secretary.
Certificates of Membership are not transferable. One who becomes eligible to membership by succeeding his or her deceased spouse to the rights of a member of this Corporation and who otherwise satisfies the membership requirements, as set forth in this Article, and who, becomes a member of the Corporation shall be issued a new Certificate of Membership.
Membership in the Corporation is automatically terminated by the voluntary removal of the occupant from the dwelling unit; or by the termination without renewal of the trial tenancy, or other lease from the Corporation or of the Mutual Ownership contract, or of any other contract which by its terms provides for loss of dwelling unit occupancy rights upon its termination or by reason of the material breach of any of the terms thereof or of any of the foregoing documents, as provided therein.
The Board of Directors may at any time make a formal complaint against an occupant member of the Corporation if the Board is of the opinion that such members has violated any of the provision of these By-Laws or that he has been guilty of conduct detrimental to the Corporation, or that he is for any reason undesirable as a resident. After service upon him of a copy of the complaint and a hearing given him by the Board upon his written request for such hearing filed with the Secretary of the Corporation, his membership, lease, Mutual Ownership Contract, and any other contract with the Corporation may be terminated by the affirmative vote of six of the members of the Board whereupon the member’s rights and obligations shall be as provided for such event in such contracts.
The termination or forfeiture of membership hereunder shall automatically revoke the Certificate of Membership of the member affected thereby and such revocation shall be so recorded in the Membership Book of the Corporation. Upon termination or forfeiture of membership, the former member shall surrender his Certificate of Membership to the Corporation. Thereafter, as and when provided in his Mutual Ownership Contract and other contracts with the Corporation, The Board of Directors shall pay to the outgoing members such sums as he may be entitled to thereunder.
ARTICLE 6 Duties of Officers
Section 1. The President shall:
(1) Act as Presiding Officer at all meetings of the Corporation and of the Board of Directors and serve on Executive Committee.
(2) Call special meetings of the Board of Directors, and, except, as provided in Article 3, Section 6 of these By-Laws of members of the Corporation.
(3) Sign with Treasurer & Secretary all contracts, promissory notes. deeds, and other instruments on behalf of the Corporation except those which the Board of Directors specifies may be signed by others.
(4) Perform all acts and duties usually required of an executive to insure that all orders and resolutions of the Board are carried into effect, and he shall be ex-officio a member of all standing committees.
Section 2. The Vice President shall:
(1) Act as presiding officer at all meetings of the Corporation and of the Board of Directors when the President when the President is absent.
(2) In the absence of the President, perform all other acts or duties ordinarily required of the President.
Should the President and Vice President be absent from any meeting, the Directors shall select from their number a person to act as Chairman of the meeting.
Section 4. The Secretary Shall:
(1) Attend all (regular or special) meetings of the members of the Corporation and of the Board of Directors and keep all records and minutes of preceding thereof or cause the same to be done.
(2) Have custody of the corporation seal which shall be affixed to such documents as may require it thereupon shall be attested by his signature or by the signature of the Treasurer.
(3) Attend to all correspondence on behalf of the Board, issue notice of meetings and prepare or cause to be prepared the regular statements of the affairs of the Corporation.
(4) Keep the membership book and receive all applications for admission to membership waiting list, submit for credit check to the company authorized by the Board of Directors after collecting the appropriate fee form the applicant.
(5) Pursue such other duties as the Board of Directors may determine and all occasions in the executive of his/her duties act under the superintendence, control, and direction of said Board.
(6) Have custody of the minute books of the meetings of the Directors and members, which minute books shall, at all times be available for the information of Directors and Officers.
Section 5. The Treasurer Shall:
(1) Attend all meetings of the Corporation and the Board of Directors and serve on the executive committee.
(2) Supervise the Manager in behalf of the Corporation with respect to the collection and deposit of all Corporation funds, checking to see that the Manager is keeping proper books on all income and disbursements of Corporation Funds taking proper vouchers for said disbursements and signing with the Secretary all securities, contracts, and other important documents pertaining to the business of the Corporation, which the Manager shall keep safely deposited in a fireproof safe, vault, or file cabinet.
(3) Sign as Treasurer with Secretary all checks and with Secretary and the President of the Board sign all contracts, promissory notes, deeds, and other instruments on behalf of the Corporation, except those which the Board of Directors specifies may be signed by other persons.
(4) Supervise, through the Manager, the keeping of accounts of all the financial transactions of the Corporation in books belonging to the Corporation.
(5) Indemnify the Corporation against loss for such amount as may be determined by the Board of Directors at the expense of the Corporation.
(6) Perform such other duties as may be required of him by the Corporation or the Board of Directors.
ARTICLE 7 Duties of Manager
The duties of the manager shall be:
(1) To manage and conduct the business of the corporation in accordance with the general policies and authorizations of the Board of Directors.
(2) To engage and discharge the employees of the Corporation subordinate to him without authority of the Board of Directors provided, however, that no Director of close relative of a Director may be employed to work for the Corporation nor to receive compensation, of any sort, for any service performed for the Corporation.
(3) From and after January 27, 1989-To cause accurate books to be kept of the business of the Corporation and to submit the same, together with all files and records and inventories, and other information pertaining thereto, to the Auditor retained by the Board of Directors on a monthly basis and yearly basis for a complete or spot audit or for inspection at any time by the Board of Directors or any duly authorized representative of the State or Federal Government.
(4) To disburse the funds of the Corporation in payment of its debts in accordance with the budget set and approved yearly by the Board of Directors and amended by the Board of Directors as needed, taking proper vouchers for such disbursements.
(5) To give aid, advice and recommendations to the Board of Directors in preparation of budgets or other estimates of expenditures and to furnish to the board a monthly budget report, in writing, showing the financial condition of the Corporation’s business and submit a report of the management at the regular member meetings.
(6) To deposit in the corporate bank accounts any and all sums of money received by him/her for or on behalf of the corporation.
(7) To assist the Board of Directors and attend to such other duties and offices as the Board of Directors may require.
ARTICLE 8 MEETING OF MEMBERS
From and after March 1, 1955 the annual meeting of the Corporation shall be held in January at which time in addition to transacting the general business of the Corporation, the nominating committee shall be elected and reports given upon all matters affecting the Corporation. Nothing herein shall be construed to prevent the election by the members of other committees at other regular or special meetings of the members.
Only members of record on the corporation’s membership cards as of the date 15 days before the annual meeting shall have the right to vote thereat, except as provided in Section 7 of this Article.
Special meetings of the members shall be called by the President whenever he shall deem it necessary or as directed by resolution of the board of directors or within fifteen (15) days of receipt by him of a petition signed by at least ten (10) per cent of the members, addressed to the president and mailed or otherwise delivered to him.
Notice of regular and special meetings shall be in writing and be mailed or otherwise caused to be delivered by the secretary at least six (6) days and not more than ten (10) days before the meeting. Notice of every special meeting shall state the object of such meeting and no business other than that specified in said notice shall be transacted thereat.
The presence of at least forty (40) members shall constitute a quorum for the transaction of business at any meeting of the Corporation, except when Directors are to be elected, or a vote is to be taken upon any proposed amendment to the By-laws or to the certificate of Incorporation, or upon the question of dissolution, or upon any action permitted or authorized by the Mutual Ownership Contract of Exclusive Use Lease, at which time the presence of one half of all members shall be necessary to constitute a quorum.
The order of business at all meetings of the members and of the Board of Directors, shall be as follows:
(1) Roll Call
(2) Proof of due notice of meeting
(3) Reading of the Minutes of the Previous Meeting and action thereon
(4) Reports of officers and trustees
(5) Reports of committees
(6) Unfinished business
(7) New business
The parliamentary procedure for conduct of all meetings shall be governed by Robert’s Rules of Order (Revised)
Every member is entitled to one vote only upon all questions coming before any and all meetings of the Corporation. Each vote must be cast in person, and there shall be no voting by proxy or by mail. Provided, however, if a member is absent from the housing project and is, therefore, unable to cast his vote in person, his or her spouse shall be entitled to cast the vote of the absent member, upon presentation of evidence of said absence, which is satisfactory to the presiding officer.
Voting (except in the election of Directors’ which shall be by secret ballot) shall be viva voce (by the voice) or by a show of hands, unless the Chairman calls for a rising vote, or a roll call vote, or a secret ballot.
ARTICLE 9 Non-Profit Requirements
Dwelling units and other services and necessities shall be made available to the members of the Corporation at no profit to the Corporation. The charges therefore as determined by the Board of Directors shall be only sufficient to enable the Corporation to meet its property purchase amortization payments to the Government, pay fixed and operating expenses and build up necessary reserves including general reserve for contingencies and special reserves to take care of repairs, maintenance, replacements and vacancies.
Upon a member’s withdrawing from membership in the Corporation and leaving the community for employment elsewhere or for other valid reasons or causes, said member may sell and transfer his/her improvements, if any, and occupancy rights to the Corporation or to another person under the terms of his Mutual Ownership Exclusive Use Lease with approval and consent of the Corporation Management, subject to the limitations that a purchaser and transferee other than the Corporation shall be approved by the Corporation to take said member’s place in the dwelling unit vacated, any person occupying a Corporation Unit without Corporation permission will be considered a trespasser and prosecuted to the full extent of the law.
ARTICLE 10 Auditing
A committee of three auditors shall be chosen from among the members of the Corporation by the Board of Directors to serve as an auditing committee until the first annual meeting of the members of the Corporation. Thereafter, a C. P. A. shall be employed by the Board of Directors to make the annual audit and report same to the Board of Directors.
The Board of Directors shall employ a certified public accountant who is not a member of the Corporation to audit the books of the Corporation before each annual meeting of the Corporation. A copy of said accountant’s report of his audit shall accompany each notice of the annual meeting. Said report shall also be read to the members at their annual meeting. Provided, however, that in lieu of incurring the expense of said audit, the Board of Directors may accept and utilize audits and reports of the Federal Public Housing Authority, or its successor in interest.
ARTICLE 11 Fiscal Year
The fiscal year of this corporation shall begin the first day of July and end on the 30th day of June, inclusive, of the following year.
ARTICLE 12 Seal
The Corporation Seal shall be circular and shall have inscribed concentrically thereon the name of the Corporation. Inside this legend shall be contained the word “Seal” and the words “Incorporated, 1945.”
Said seal may be used by causing it, or a fact-simile thereof, to be impressed or affixed or reproduced, or otherwise affixed to the document.
ARTICLE 13 Lost Certificate of Membership
The Board of Directors may direct a new Certificate of Membership to be issued in place of any certificate heretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost and the performance of such further acts and production of such further evidence as the Board may require.
ARTICLE 14 Copy of Certificate of Incorporation and By-laws for Members
The Articles of Incorporation and the By-laws of the Corporation shall be printed together in a booklet form and a copy thereof shall be made available to each member of the Corporation, kept up to date by current supplements.
ARTICLE 15 Amendments
These by-laws may be amended by a two-thirds vote of the members present and voting (there being a quorum present at the time the vote is taken) at any regular or special meeting subject to the same limitations and prohibitions as to subject matter as these set forth in the provisions of the Certificate of Incorporation with reference to amending the Certificate of Incorporation., Amendments may be proposed by the Board of Directors or by petition signed by at least 20% of the members containing the exact text of the proposed amendment or amendments, filed with the Secretary of the Corporation, who shall mail or otherwise deliver notice thereof to all members not less than ten days before the regular or special meetings at which such proposed amendment or amendments shall be voted upon, it being required that an exact copy of such proposed amendment or amendments be attached to or made a part of said notice. Provided, however, that as long as the Federal government has a financial interest in a project operated by the Corporation no proposed amendment shall be mailed to members of the Corporation or voted upon unless or until it has received the written approval of the Federal Public Housing Commissioner, his successor in relation to said project or the duly authorized representative of said Commissioner or said successor, provided, further, that these by-laws may be amended by a two-thirds vote of the Directors of the first Board of Directors, subject alike to the same approval. It is further provided, that if a proposed amendment be adopted either by the members of the Corporation or by the Board of Directors without said approval, it shall be without effect and void.