AND AMENDED
December  6, 2010

 Orange  Housing  Development Corporation Amended  and Restated By-Laws

Article I
THE CORPORATION

 Section 1.1 NAME OF THE CORPORATION: The name of the Corporation shall be “The Orange Housing Development Corporation, a New Jersey non-profit corporation”.

Section 1.2 SEAL OF THE CORPORATION: The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year it was organized, in a form impressed upon this page.

Section 1.3 OFFICE OF THE CORPORATION: The principal office of the Corporation shall be at 340 Thomas Boulevard, Orange, New Jersey. However the Corporation may hold its meetings at such other places as it may designate by motion or resolution duly adopted.

Article II
PURPOSE

Section 2.1 GENERAL PURPOSE OF THE CORPORATION: This Corporation does not contemplate pecuniary gain or profit, and the specific purposes for which it is formed are (a) to assist the City of Orange (the “City”), the Housing Authority of the City of Orange (the “Authority”) and the State of New Jersey to develop and redevelop housing and neighborhoods in the City, Essex County and the State of New Jersey, (b) to develop economic opportunities for low and moderate income individuals in need of assistance, and (c) to consult, finance, develop, redevelop, plan, own and create housing opportunities for low and moderate income individuals and families. The Corporation is organized exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future section of any future federal tax code (the “Code”). In furtherance of the aforementioned purposes, the Corporation may engage in any activity within the lawful business purposes for which a nonprofit corporation may be organized under the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:3-1, as supplemented and amended.

Article III
MEMBERS

The Corporation shall not have members.

 Article IV
GOVERNMENT

Section 4.1  GENERAL  POWERS,  FUNCTIONS AND  DEFINITIONS:  The  affairs  of the Corporation shall be managed by a governing board of trustees, which is herein referred to as the “Board of Trustees” or “Board”, notwithstanding that the members thereof may otherwise bear the titles of directors or governors or any other designated title determined by the Board. Decisions regarding the affairs shall be made by the Board in its sole and absolute discretion. The words “Trustee” or ‘Trustees” as used herein refers to a person or persons holding a position(s) on the governing board notwithstanding the designation of a different official title or titles. The use of the phrase “entire board” herein refers to the total number of Trustees which the Corporation would have if there were no vacancies. The Board of Trustees may exercise all powers of the Corporation as are not, by law, or by the Certificate of Incorporation, or these By­ Laws directed or required to be exercised by others.

Section 4.2 COMPOSITION: The initial Board of Trustees named in the Certificate of Incorporation is composed of three Trustees. The total number of Trustees as provided by the By-Laws shall be nine composed of:

(a)   The Executive Director of the Authority shall serve  ex  officio  (the “Executive Director Trustee”). The Executive Director Trustee shall only serve while such person holds the office giving rise to the ex officio trusteeship  on the Board. If the Executive Director’s position with the Authority ceases, then his or her status as an Executive Director Trustee shall also immediately cease and the replacement Executive Director Trustee named at the Corporation’s  next meeting;

(b)   Two (2) residents of the City appointed by the Board of Commissioners of the Authority of the City of Orange, which residents are also simultaneously serving as members of the Board of Commissioners of the Authority of the City, one who shall serve a seven year term and one who shall serve an eight year term effective December 6, 2010 (the “Commissioner Trustees”). If a Commissioner Trustee’s term with the Authority ceases, then his or her status as  a Commissioner  Trustee shall also cease and the replacement Commissioner Trustee named at the Corporation’s next meeting;

(c)    One (1) resident of the City appointed by the Board of Commissioners of the Authority, which resident is not simultaneously serving as a member of the Board of Commissioners of the Authority, who shall serve a six year term effective December 6, 2010 (the “Authority Trustee”);

(d)   One (1) person appointed by the Executive Director of the Authority, who shall serve a seven year term effective December 6, 2010 (the “Director Designated Trustee”);

(e)    Two (2) residents of the City, which residents are not employees of the City, appointed by the Mayor of the City, who shall serve concurrent with the term of the Mayor (the “Mayor Designated Trustees”);

 (f) One (1) resident of the City, who is not an employee of the City, appointed by the City Council of the City of Orange, who shall serve a four year  term  (the “Council Designated Trustee”); and

(g) One (1) person appointed by the Orange Housing Development Corporation who shall serve a six year term.

(h) A majority vote of the Board of Trustees may waive the resident requirement for a member already serving on the Board. The intended member will retain their status for their full term regardless of their status as a member of the Board of Commissioners of the Housing Authority of the City of Orange.  After that, the Authority Commissioners  shall  make  re-appointments.  All  current  members’ terms start as of December 6, 2010; the intended terms to expire as set forth above. All subsequent appointments of the Commissioner, Authority and Director Designated Trustees shall be for a four year term.

The terms of the Trustees set forth in this Section 4.2 shall commence after the initial terms set forth in the Certificate of Incorporation. The Executive Director Trustee may designate an officer or employee of the Authority  to represent  him or her at a meeting of the Corporation, and each such designee may lawfully vote and otherwise act on behalf of the Executive Director Trustee for whom he or she constitutes the designee. Any such designation shall be in writing delivered to the Secretary of the Corporation and shall continue in effect until revoked or amended by writing delivered to the Secretary of the Corporation.

Section 4.3 REMOVAL OF TRUSTEES: Any Trustee not the Executive Director Trustee may be removed by a vote of at least two-thirds of the  total  number  of Trustees whenever in their judgment the best interest of the  Corporation  will  be thereby served.

Section 4.4 RESIGNATION: Any Trustee not the Executive Director Trustee may resign at any time by giving written notice to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5 REGULAR MEETINGS: The annual meeting of the Board of Trustees shall be held on such date within sixty days of the end of the Corporation’s fiscal year as shall be fixed by the Board of Trustees, at the principal office of the Corporation, or at such other time and place as may be designated in the notice of the meeting.

Section 4.6 SPECIAL MEETINGS: Special meetings of the Board of Trustees may be held at any time on the call of the Chairperson of the Board of Trustees or at the request in writing of a majority of the Trustees. Special meetings of the Board of Trustees may be held at such place as shall be specified in the call for such meeting.

Section 4.7 NOTICE OF SPECIAL MEETING: Notice of each special meeting shall be given by or at the direction of the Secretary to each Trustee. Such notice shall be mailed to each Trustee’s residence or usual place of business, at least ten days before the day on which the meeting is to be held, or transmitted by facsimile to such Trustee’s residence or usual place of business, at least five days before the day on which the meeting is to be held. Notice may be waived in writing by the Trustee either before or after the meeting. For purposes of this section, any meeting of the Board of Trustees shall be a legal meeting without any notice having been given if all Trustees shall be present, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4.8 QUORUM: A majority of the total number of Trustees as at  the  time specified by the By-Laws shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting to a day certain, and the Secretary shall give all absent Trustees five days notice of such adjourned date; then the Trustees present on such adjourned date, shall constitute a quorum for the purpose of conducting business, provided that in no event shall a quorum consist of less than one-third of the Board of Trustees.

Section 4.9 POWERS: The Board shall serve as the policymaking body of the Corporation and shall have the ultimate authority and responsibility for all its operational, legal and business affairs. Specifically, the Board shall: (a) manage the affairs of the Corporation; (b) authorize all material contracts, leases, easements, loans, and other commitments of the Corporation; (c)  appoint and remove the principal officers of the Corporation; (d) prepare and approve an annual budget for the Corporation, and; (e) have such other and different powers as may be necessary or desirable to enable the Board to carry out the foregoing powers.

Section 4.10 COMPENSATION of TRUSTEES: Trustees shall not receive any direct compensation from this Corporation for their services as Trustees.

Section 4.11 TERM: Each Trustee shall hold office until his/her successor shall have been elected and qualified or until his/her death, resignation or removal.

Article V
OFFICERS

Section 5.1 UNELECTED OFFICERS: The Executive Director Trustee shall serve as President of the Corporation.

Section 5.2 ELECTED OFFICERS: The elected officers of this Corporation shall be the Chairperson, Vice Chairperson, Secretary and Treasurer. These officers shall be elected by the Board of Trustees from amongst the members of the Board of Trustees but shall not be the Executive Director Trustee. The term of each officer shall coincide with such person’s term as a Trustee.

Section 5.3 PRESIDENT: The Executive Director Trustee shall serve as President of the Corporation. The President shall be chief executive  officer  of the  Corporation. The President shall be responsible for  all management functions  usually vested  in the office of president of a corporation and shall have the executive authority to see that all orders and resolutions of the Board are carried into effect, and subject to the control vested in the Board by statute, by the Certificate of Incorporation, or by these Bylaws, shall administer and be responsible for the overall management of the business affairs of the Corporation. Such person shall also employ and  may terminate the employment of members of the staff necessary to carry on the work of the Corporation and to fix their compensation within the approved  budget.  Such person shall define the duties of  the  staff,  supervise  their  performance,  establish their titles and delegate those responsibilities of management as shall in such person’s judgment  be in the best interest of the Corporation. The President shall have general charge and superv1s1on over and responsibility for the day to day business and affairs of the  Corporation.  The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board.

Section 5.4 CHAIRPERSON AND VICE CHAIRPERSON: The Chairperson shall preside at meetings of Board; in the Chairperson’s absence, the Vice Chairperson shall preside at meetings of the Board; The Chairperson may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not  in the regular course of business  which are authorized, either generally or specifically, by the Board.

Section 5.5 SECRETARY: The Secretary shall:

(a)    Attend all meetings of the Board and record all the proceedings of the meetings of the Board of Trustees in a book to be kept for that purpose;

(b)    See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;

(c)    Be custodian of the records and of the seal of the Corporation and see that the seal or a facsimile or equivalent, thereof is affixed to or reproduced on all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; and

(d)   In general, perform all duties incident to the office of Secretary, and such other duties as are provided by these By-Laws and as  from time to time are assigned to him/her by the Board of Trustees or by the President of the Corporation.

Section 5.6 TREASURER:  The Treasurer  shall:

(a)    Receive and be responsible for all funds of and securities owned or held by the Corporation and, of the Board of Trustees;

(b)    Render to the Board of Trustees at any meeting when asked, financial and other appropriate records on the condition of the Corporation; and,

(c)   In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Trustees or by the President of the Corporation.

Section 5.7 SUBORDINATE OFFICERS: The Board of Trustees may appoint an Assistant Secretary, Assistant Treasurer, Comptroller and other officers and agents as the Board of Trustees may determine, to hold office for such period and with such authority and to perform such duties as the Board of Trustees may from time to time determine.

Section 5.8 REMOVAL: The President, the Chairperson, the Vice Chairperson and the Secretary, may only be removed for cause, which may include such removal being deemed by the Board of Trustees to be in the best interest of the Corporation, and only by an affirmative vote of more than two-thirds of the total number of Trustees in office at the time specified by the By-Laws. The Treasurer may be removed at any time, either with or without cause, but only by affirmative vote of the majority of the total number of Trustees in office at the time specified by the By­ Laws.

Section 5.9 COMPENSATION OF OFFICERS: Elected officers shall not receive any direct compensation from this Corporation for their service as officers.

Section 5.10 RESIGNATIONS: Any officer not the President may resign at any time by giving written notice to the Board of Trustees. Such resignation shall take effect at the time specified therein; unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

Section 5.11 VACANCIES: Any vacancy occurring in any office except for the President, shall be filled by a majority vote of the Board of Trustees and must be a person then serving on the Board of Trustees. Each officer so elected shall be appointed to hold such office until a successor, if any, shall be similarly appointed or until death, resignation or removal.

Article VI
BOOKS AND  RECORDS

Section 6.1 LOCATION: The books, accounts and records of the Corporation may be kept at such place or places within the State of New Jersey as the Board of Trustees may from time to time determine.

Section 6.2 INSPECTION: The books, accounts and  records  of  the  Corporation shall be open to inspection by any member of the Board of Trustees at all times and subject to regulations as the Board  of  Trustees  may  prescribe.  The Corporation shall make available for inspection at its registered  office  in the State of New Jersey, or at its principal office if it is within the State  of  New Jersey, records containing the names and address of all Trustees, and the dates when they respectively became Trustees of record of the Corp[oration  within  ten  (10)  days after demand by an individual entitled to inspect them, as defined by the provisions of Section 15A:5-24 of the New Jersey Nonprofit Corporation Act.

Section 6.3 CORPORATE SEAL: The Corporation shall have a corporate seal which shall be used as prescribed by the law of this State.

Section 6.4 AUDIT: The accounts of the  Corporation  shall  be  audited  not  less than annually by a certified public accountant who shall  be  appointed  by  the Board of Trustees and who shall provide a report to the Board of Trustees.

Article VII
COMMITTEES

Section 7.1 ESTABLISHMENT: There Board of Trustees shall have the power to establish committees as it deems to be necessary to execute the purposes of the Corporation.

Article VIII
INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS

Section 8.1 CIVIL OR CRIMINAL PROCEEDING: The Corporation shall have the power to indemnify any Trustee, officer or agent who was or is a party or threatened to  be  made  a  party  to  any  threatened,  pending  or  completed  action, suit or proceeding, 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 Trustee, officer or agent of the Corporation,  against expenses, including attorneys’ fees, judgments, fines, amounts paid in settlement  actually and reasonably incurred by him in connection with such action, suitor proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation,  and, with  respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no 10contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 8.2 NEGLIGENCE OR MISCONDUCT: The Corporation shall have  the power to indemnify any Trustee officer or agent of the Corporation who was or is a party or is threatened to be made 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 Trustee, officer or agent of the Corporation, against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such Trustee, officer or agent shall have been adjudged to be liable for negligence or misconduct of the performance of his/her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view  of  all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 8.3 ATTORNEYS’ FEES: To the extent that a Trustee, officer, or agent of the Corporation has been successful in defense of any action, suit or proceeding referred to in Section 8.1 or 8.2, or in defense of any claim, issue or matter, such person shall be indemnified against expenses including attorneys’ fees actually and reasonably incurred by him in connection therewith.

Section 8.4 DETERMINATION OF INDEMNIFICATION: Any indemnification under Section 8.1 or 8.2, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.1 or 8.2. Such determination shall be made:

(a) By the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding; (b) If such a quorum is not obtainable or, even if obtainable if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.

Section 8.5 EARLY PAYMENT of EXPENSES: Expenses, including attorneys’ fees, incurred in defending 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 proceedings as authorized in the manner provided in Section 8.4 upon receipt of an undertaking by or on behalf of the Trustee, officer, or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Section.

Section 8.6 INSURANCE: The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer  or agent of the Corporation against any liability asserted against him/her and incurred by him/her in any such capacity  or arising out his/her status as such, whether or not the Corporation would have the power the indemnify him/her  against  such liability under this Section.

Section 8.7 MISCELLANEOUS: The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of disinterested Trustees or otherwise, both as to action in such person’s official capacity and any action while holding such office, and shall continue as to any person who has ceased to be a Trustee, officer, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Article IX
IRC 501(C)(3) TAX EXEMPT PROVISIONS

Section 9.1 LIMITATIONS ON ACTIVITIES. Notwithstanding any other provision of these by-laws, the Corporation shall not carry on any activities not permitted by an organization exempt under Code Section 501(c)(3).

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Code Section 501(h)), and the Corporation shall not directly or indirectly participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 9.2 Prohibition Against Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any Trustee or officer of the Corporation, or any private individual (except that the Corporation shall be authorized and empowered  to  pay reasonable  compensation  for services  rendered to or for the Corporation, to reimburse agents for reasonable  and  necessary expenses incurred on behalf of the Corporation and to make payments and distributions in furtherance of the purposes of the Corporation), and no Trustee or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.

Section 9.3 Distribution of Assets. On distribution or final liquidation, the Trustees shall, after paying or making provision for the payment of all of the lawful debts and liabilities of the Corporation, distribute all of the assets of the Corporation to the Authority. In the event Authority or its successors or assigns do not then qualify as a not-for-profit organization, all of the assets of the Corporation shall be distributed to one or more of the following categories of participants as the Board of Trustees of the Corporation shall determine:

(a)    A nonprofit organization or organizations having similar aims and objectives to the Corporation which may be selected as an appropriate recipient of such assets, as long as such organization or  each such organization shall qualify as an organization described in Code Section 501(c)(3) or an entity to which contributions  may be deductible  under Code Section  170(c)(2); and/or

(b)   The United States, or to a state or local government, or any political subdivision thereof, but only if such assets will be used exclusively for public purposes.