City of Milwaukee - File #: T392

• File #: T392
• Version: 0
• Type: Travaux Resolution
• Status: Passed
• File created: 10/24/2025
• In control: TRAVAUX INC. BOARD OF DIRECTORS
• On agenda: 10/30/2025
• Final action: 10/30/2025
• Title: Resolution approving the Amended and Restated Bylaws and Articles of Incorporation for Travaux, Inc.
• Sponsors: THE CHAIR

Date	Ver.	Action By	Action	Result	Tally
10/30/2025	0	TRAVAUX INC. BOARD OF DIRECTORS	ADOPTED; Minutes note: Tom Gartner, Counsel at Michael Best & Friedrich LLP, stated that these Travaux Bylaws were previously approved by the Housing Authority Board of Commissioners. To record the Articles of Incorporation, which change the status of Travaux, Inc. from a member to a non-member entity, he stated there should be Board concurrence. In response to concerns raised by Director Hurtado regarding the role of Vice President in the Travaux Bylaws, Attorney Tom Gartner and Ken Barbeau, HACM’s Interim Secretary-Executive Director, agreed to review and revise either Section 5.1 or 5.6 of the Bylaws. The Directors also agreed with Director Crosby’s recommendation to ensure the Bylaws include language clarifying that the Travaux Board can still meet and conduct business if it has fewer than seven members. The Directors agreed to approve the changes presented at this meeting, and made a recommendation for the Bylaws to be brought back after the updates discussed today have been incorporated and approved by the HACM Board of Commissioners.	Pass	7:0

Number

392

Version

Original

Reference

Sponsor

The President

Title

Resolution approving the Amended and Restated Bylaws and Articles of Incorporation for Travaux, Inc.

Analysis

Body

WHEREAS, based on its 2022 Public Housing Assessment System (“PHAS”) Assessment (the “2022 PHAS Assessment”), the United States Department of Housing and Urban Development (“HUD”) required the Housing Authority of the City of Milwaukee (HACM) to execute a Recovery Agreement with HUD; and

WHEREAS, HACM and HUD entered into that Recovery Agreement dated January 31, 2025 (the “Recovery Agreement”); and

WHEREAS, the Recovery Agreement established certain performance standards and timelines and was developed based upon the 2024 Public Housing Agency Recovery and Sustainability (“PHARS”) Assessment results and determinations dated October 18, 2024 (the 2024 “PHARS Assessment”); and

WHEREAS, HACM and HUD also agreed to a Sustainability Plan with required tasks that were designed to assist in meeting the Recovery Agreement goals, and the Sustainability Plan included specific changes in instrumentality bylaws as described in Item GOV-04 of the Sustainability Plan; and

WHEREAS, proposed changes to the Bylaws and Articles of Incorporation (Articles) for Travaux, Inc. have been made to address HUD’s concerns and these changes were presented to the Travaux Board of Directors at their May 29, 2025 meeting; and

WHEREAS, HACM’s Board approved Amended and Restated Bylaws and Articles for Travaux, Inc. on June 24, 2025 by adoption of Resolution File No. R13605; and

WHEREAS, the Amended and Restated Bylaws and Articles, in the form approved by the HACM Board are on file with the Secretary; and

WHEREAS, the Amended and Restated Articles and Bylaws are recommended to the Travaux Board of Directors for approval; and

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Travaux, Inc. that the Amended and Restated Articles are hereby approved.

Requestor

Drafter

Housing Management, Atty. Tom Gartner - Michael Best & Friedrich, 10/24/25