ARTICLES OF INNON-PROFIT OF
FIRST TIME BUYERS EMPOWERMENT
A [ENTER STATE] Non-profit.
ARTICLE 1.
DEFINITIONS
Section 1.1. Name. The “Non-Profit” shall mean: First Time Buyers Empower Incorporated, its successors and assigns.
Section 1.2. Board. The “Board” shall mean the Board of Directors of the Non-Profit.
ARTICLE 2.
PURPOSE, OBJECTIVES AND GOVERNING INSTRUMENTS
Section 2.1. Purpose. The specific purposes of the Non-Profit are to assist first time home buyers to purchase their homes with help of their initial down payment and/or closing costs fees. To increase home ownership through assistance.
Section 2.2. Governing Instruments. The Non-Profit shall be governed by its Articles of Incorporation and its Bylaws.
Section 2.3. Nondiscrimination Policy. The Non-Profit will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
Section 2.4. Limitations on Activities. No part of the activities of the Non-Profit shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office or engage in any form of political activities.
ARTICLE 3.
MISSION
Section 3.1. First Time Buyers Empowerment was founded on the mission of giving low to moderate income earners the opportunity of home ownership.
ARTICLE 4.
ELIGIBILITY REQUIREMENT
Section 4.1. First-time buyers or those with no ownership within three (3) years are granted forgiveness if they stay in the house for at least five (5) years.
Section 4.2. To qualify or get pre-approved for a loan (FHA, VA, Conventional), the approval grant will hold for the application for three (3) months. After the three (3) months, the applicant needs to reapply. Applicants must be approved by a majority of the board.
Section 4.3. Borrowers must have eighty percent (80%) modern income to low income.
Section 4.4. Borrowers must be at least eighteen (18) years old to be eligible for our services.
Section 4.5. Borrowers must enter the property address to the link from Freddie Mac in order to determine the qualification amount. The said link is: https://sf.freddiemac.com/working-with-us/affordable-lending/home-possible-eligibility-map
ARTICLE 5.
LOCATION & ADDRESS
Section 5.1. The Non-profit is Incorporated in 7700 Little River Turnpike Suite 204 Annandale Virginia.
ARTICLE 6.
LIABILITY
Section 6.1. The Founder, Initial Directors, Sponsors, and Officials shall not have personal liability for Non-profit’s obligations.
ARTICLE 7.
INITIAL DIRECTORS
Section 7.1. Initial Directors. The initial Directors shall be:
- Ha Dinh;
- Kim Mai Truong; and
- Bobby Ly
Section 7.2. Annual Meeting. A meeting of the Board shall be held annually or at a validly called meeting by the members of the Board of Directors at such place, on such date and at such time as may be fixed by the Board, for the purpose of electing Directors, receiving reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting.
Section 7.3. Number. The number of Directors constituting the entire Board shall consist of no more than four directors at any one time.
Section 7.4. Election and Term of Office. The initial Directors of the Non-Profit shall be those persons specified in Section 7.1. Each Director shall hold office until the next meeting of the Board and until such Director’s successor has been elected and qualified, or until his or her death, resignation, or removal.
Section 7.5. Powers and Duties. Subject to the provisions of law, these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Non-Profit and shall exercise all the powers that may be exercised by the Non-Profit.
Section 7.6. Additional Meetings. Regular meetings of the Board may be held at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office.
Section 7.7. Notice of Meetings. No notice need be given of any annual or regular meetings of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person or by mailing the same to him at his or her post office address as it appears upon the books of the Non-Profit at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) if given in person, or at least four business days, if given by mailing the same, before the date designated for such meeting specifying the place, date and hour of the meeting. Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a Directors’ meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors’ meeting duly held as provided in these By-Laws, any business within the legal province and authority of the Board may be transacted.
Section 7.8. Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.
Section 7.9. Voting. At all meetings of the Board, each Director shall have one vote. In the event of tie vote, the original By-laws shall remain in place.
Section 7.10. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 7.11. Removal. Any Director may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken.
Section 7.12. Resignation. Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 7.13. Vacancies. Any newly created directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Directors then in office at any Directors’ meeting. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 7.14. Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of three or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Section 7.15. Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE 8.
OFFICERS
Section 8.1. Election and Qualifications; Term of Office. The Officers of the Non-Profit shall be a President, a Vice-President, Legal Counsel, Secretary, and Accountant. The Officers shall be appointed by the Board at the meeting of the Board and each Officer shall hold office for a term of one year and until such Officer’s successor has been appointed and qualified, unless such Officer shall have resigned or shall have been removed. The same person may hold more than one office. The Board may appoint such other Officers as may be deemed desirable. Such Officers shall serve for such period as the Board may designate.
Section 8.2. Vacancies. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.
Section 8.3. Powers and Duties of the President. The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors. He shall be responsible to look for donations.
Section 8.4. Powers and Duties of the Vice President. The first Vice President shall finish up/ close out the donations.
Section 8.5. Powers and Duties of the Legal Counsel. The Legal Counsel shall honor and send out appreciation letters to all sponsors. The Legal Counsel shall also be in charge of all legal affairs of the Non-profit.
Section 8.6. Powers and Duties of the Accountant– The Accountant shall fund the grant to the title company once the borrower got approved. The Accountant shall also determine how much they qualify for.
Section 8.7. Powers and Duties of the Secretary. The Secretary shall handle all bank Accounts and make sure the Non-profit’s books balance. The Secretary shall also pay any expenses the Non-profit might have.
Section 8.8. Delegation. In case of the absence of any Officer of the Non-Profit, or for any other reason that the Board may deem sufficient, the Board may at any time and from time-to-time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Section 8.9. Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board.
Section 8.10. Resignation. Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Non-Profit.
Section 8.11. Salary. Each officer shall receive a salary during their term which shall be agreed upon by the Board of Directors.
ARTICLE 9.
INTEGRITY
Section 9.1. The Non-profit is bound by the values of fidelity, credibility, trust, fairness, and consistency.
ARTICLE 10.
RESPONSIBILITY
Section 10.1. The Founder and Officials shall have an individual responsibility to ensure that Non-profit’s activities are customarily performed and enjoyed by Non-profit’s clients.
ARTICLE 11.
ACCOUNTABILITY
Section 11.1. Results matter and that a focus on transparency and excellence yields improved outcomes, work quality and stewardship of resources. Accordingly, Founder and Officials are obligated to be accountable in all decisions and actions made.
ARTICLE 12.
MEMBERS/SPONSORS
Section 12.1. Members. The Non-Profit shall have members from the following groups:
- Title Insurance companies;
- Loan Officers;
- Realtors; and
- Insurance Agencies
Section 12.2. Annual minimum sponsorships are as follows:
- Insurance- Five hundred Dollars ($500)
- Title company- Five thousand Dollars ($5,000)
- Loan officer- One thousand five hundred Dollars ($1500)
- Realtor- One thousand five hundred Dollars ($1500)
Section 12.3. Benefits of Membership. As a member of the Non-Profit, each member shall be entitled to access a data base of leads of potential clients/applicants in the home buying process. Section 12.4. Each member who brings in a client of their own shall have the right to retain said client throughout the process. Only members may use the leads and/or represent the client/applicant and no non-member shall have access and/or represent those client/applicants specifically found or know from the Non-Profit’s data base. Members will also have voting rights to elect the Board of Directors members during a meeting. Each member shall have one vote subject to the By-Laws herein.
Section 12.5. No ownership interest in the Non-Profit. No member shall have any ownership interest whether shares, stocks and/or capital interest in the Non-Profit. The Non-Profit shall not pay out any dividends and/or salary to any member, other than those who are approved as employees of the Non-Profit.
Section 12.6. Each borrower who receives the grant must choose one of the members from the Non-profit for their mortgage/realtor/loan officer/ Insurance agency/ title. Once the borrower fills out the first-time buyers’ information online, they are allowed to pick out the person they want to work with in their journey.
Section 12.7. The Lenders must apply or register with the Non-profit in order for the loan officers to work or to be members with the Non-profit. The application fee is Nine hundred and Seventy-Five Dollars ($975.00).
Section 12.8. Brokers must also be registered with the Non-profit. Their fee is Four Hundred and Ninety-Five Dollars ($495.00).
Section 12.9. Since funds within the first three (3) years are limited, the Non-profit will only proceed with two (2) approved applications per month. The rollover will increase approval in the following month.
Section 12.10. Lien. The assistance granted by the Non-Profit shall be in a form of a lien on the applicant’s real estate. At settlement, the Non-Profit shall be a lien holder for the assistance amount and the lien shall be recorded with the land records of the county of the real estate. The applicant is responsible for all recordation fees of the lien.
Section 12.11. Release of Lien. Within five (5) years from the date of assistance by the Non-Profit and the original applicant is still an owner of the real estate, the applicant may request a release or forgiveness of their lien. Upon proper review of their request, the Non-Profit may release their lien. If the real estate is sold or transferred prior to five (5) years from the date of assistance, the applicant shall fully pay back the amount of the lien. All applicants shall be responsible for any and all recording fees of releasing the lien.
ARTICLE 13.
BANK ACCOUNTS, CHECKS, CONTRACTS AND OPERATING COSTS
Section 13.1. Bank Accounts, Checks and Notes. The Board is authorized to select the banks or depositories it deems proper for the funds of the Non-Profit. The Board shall determine who shall be authorized from time to time on the Non-Profit’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidence of indebtedness.
Section 13.2. Contracts. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Non-Profit, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Non-Profit by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 13.3. Investments. The funds of the Non-Profit may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board may deem desirable.
Section 13.4. Operating Costs. The Board has the right to retain up to twenty-five percent (25%) of all income and revenue generated by the Non-Profit to pay for all operating expenses including but not limited to officers’ salaries and any other items the Board shall approve. The remaining seventy-five (75%) of the income and revenue shall be held in an escrow account for the benefit of providing the applicants with their down payment assistance.
ARTICLE 14.
INDEMNIFICATION
Section 14.1. Indemnity Under Law. The Non-Profit shall indemnify and advance the expenses of each person to the full extent permitted by law.
Section 14.2. Additional Indemnification. The Non-Profit hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Non-Profit to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other Non-Profit of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Non-Profit, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Non-Profit, or is or was serving or at any time serves such other Non-Profit, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee’s fiduciary duty as a Director, Officer, employee or agent of such other Non-Profit, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section shall be paid by the Non-Profit (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
- The obligation of the Non-Profit to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Non-Profit and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Non-Profit or served at the request of the Non-Profit in any capacity for any other Non-Profit, partnership, joint venture, trust, employee benefit plan or other enterprise.
- Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Non-Profit under this Section, notify the Non-Profit of the commencement thereof; but the omission so to notify the Non-Profit will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Non-Profit of the commencement thereof:
- The Non-Profit will be entitled to participate therein at its own expense; and,
- Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Non-Profit jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Non-Profit to the Indemnitee of its election so to assume the defense thereof, the Non-Profit will not be liable to the Indemnitee under this Section for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Non-Profit of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Non-Profit in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Non-Profit and the Indemnitee in the conduct of the defense of such action, or (C) the Non-Profit shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Non-Profit (it being understood, however, that the Non-Profit shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Non-Profit shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Non-Profit or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
- Anything in this Section to the contrary notwithstanding, the Non-Profit shall not be liable to indemnify the Indemnitee under this Section 2 for any amounts paid in settlement of any action or claim effected without its written consent. The Non-Profit shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Non-Profit nor any such person will unreasonably withhold their consent to any proposed settlement.
- In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Non-Profit to the Indemnitee pursuant to this Section, the Non-Profit shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section or part (b) of this Section. The Non-Profit shall make such payments upon receipt of a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Non-Profit hereunder, and (iii) evidence satisfactory to the Non-Profit as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.
- The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Non-Profit’s Certificate of Incorporation or otherwise under the Non-Profit’s By-Laws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise.
Section 14.3. Limitation. No amendment, modification or rescission of this Article shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.
ARTICLE 15.
AMENDMENTS
Section 15.1. Amendments to these By-Laws shall be held yearly. Such amendments need two-thirds (⅔) majority vote to pass, and approval from the Founder.
ARTICLE 16.
DISSOLUTION
Section 16.1. The Non-profit may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (⅔) vote of the members.
ARTICLE 17.
CONSTRUCTION
Section 17.1. In the case of any conflict between the Certificate of Incorporation of the Non-Profit and these By-Laws of the Non-Profit shall control.
ARTICLE 18.
FOUNDING MEMBER
Section 18.1. The Non-profit was founded by Jenny Nguyen- Dinh, of address 837 Centillion Dr Mclean VA 220102.
IN WITNESS WHEREOF, the Founder has caused these Articles to be executed and acknowledged, this ___ day of May 2021.
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