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HDC
Hill Development
Corporation of New Haven
649 Howard Avenue
New Haven, CT
06519
Telephone:
(203) 776-3759
Fax:
(203) 643-2070
Email:
hdcofnewhaven@aol.com
Web site:
www.hdcofnewhaven.org
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HILL DEVELOPMENT CORPORATION OF NEW HAVEN
(A Nonstock Corporation)
HILL DEVELOPMENT CORPORATION OF NEW HAVEN, a corporation organized and existing under the laws of the State of Connecticut,
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is HILL DEVELOPMENT CORPORATION OF NEW HAVEN (the “Corporation”).
SECOND: That this Corporation was originally incorporated on April 10, 1980.
THIRD: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of the Corporation, declaring said amendment and restatement to be advisable and in the best interests of the Corporation, which proposed amendment and restatement is as follows:
ARTICLE I
The name of this corporation is HILL DEVELOPMENT CORPORATION OF NEW HAVEN (the “Corporation”).
ARTICLE II
The Corporation shall be nonprofit. It shall not have or issue shares of stock, pay dividends or make distributions. No part of the income or net earnings of the Corporation is distributable to, nor shall inure to the benefit or profit of, any Director, officer or advisor of the Corporation, or to any firm, corporation, partnership, association or private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no Director, officer or advisor of the Corporation, or any firm, corporation, partnership, association or private individual, shall be entitled to share in the distribution of any of the corporate assets upon its dissolution, except as provided in Article IX.
ARTICLE III
The Corporation shall have no members.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publication or distribution of statements therefor.
Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt form federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE IV
The street address of the Corporation’s registered office and the name of its registered agent at such address is:
David Alvarado
649 Howard Avenue
New Haven, Connecticut 06519
The registered agent’s acceptance of appointment has been filed with the Secretary of the State of the State of Connecticut.
ARTICLE V
The Corporation shall be organized and operated: (i) exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code; and (ii) as a community housing development corporation pursuant to Section 8-217 of the Connecticut General Statutes. In furtherance thereof, the nature of the activities to be conducted and the purposes to be promoted or carried out by the Corporation include, but are not limited to the following:
(a) To revitalize the neighborhoods within the County of New Haven, Connecticut (the “County”) including, without limitation, the Hill Renewal and Redevelopment Area of New Haven, Connecticut, as established in 1972 by the City of New Haven, Connecticut (the “Hill Section”) by identifying and ministering to the social, cultural and economic needs of the County and the Hill Section residents and by financing, acquiring, constructing or rehabilitating housing in the County and the Hill Section pursuant to Section 8-217 of the Connecticut General Statutes;
(b) To strengthen neighborhood ties within the County and the Hill Section by providing an organization through which residents can direct and coordinate efforts aimed at developing their community;
(c) To provide a forum where public and private institutions can meet and join in cooperative ventures for the improvement of community life within the County and the Hill Section; and
(d) To do any lawful acts necessary, useful, suitable, desirable, or proper for the furtherance of the above-designated purposes of the Corporation.
(e) To seek any form of legal designation that will facilitate above mentioned activities including community, housing, and/or local development corporation status which will include but is not limited to
1. Housing Counseling Services
(f) The creation of profit making subsidiaries, joint venture partnerships and/or other financial arrangements shall not be considered in conflict with the purpose of the corporation.
Provided, however, that the Corporation may engage in any lawful act or activity for which a corporation may be formed under the Connecticut Revised Nonstock Corporation Act that is not inconsistent with the express limitations contained above or elsewhere in this Certificate of Incorporation.
ARTICLE VI
(a) The Corporation shall have all powers granted by law, all powers that are or may hereafter be conferred by the laws of the State of Connecticut upon corporations without capital stock, and all legal powers necessary or convenient to effect any or all of the purposes stated in this Certificate of Incorporation, whether or not such powers are set forth herein; provided, however, that no such powers and privileges may be exercised, nor shall any activities be conducted, by the Corporation, if the same are inconsistent with the express limitations contained in this Certificate of Incorporation or with the Corporation's nonprofit purposes or are not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of the Internal Revenue Code; or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code; and provided further that no substantial part of the Corporation's activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and that the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
(b) In addition to the powers conferred by law upon the Corporation, the Corporation shall have the power to: (i) take and hold by bequest, devise, gift, purchase or lease, either absolutely or in trust for all of its purposes set forth in Article V above, or any of them, any property, real, personal or mixed, without limitation as to amount or value, except such limitations, if any, as may be imposed by law; (ii) sell, convey, mortgage, lease, assign, exchange, or otherwise dispose of any such property and to invest and reinvest the principal thereof, and to handle and expend such principal or the income therefrom for all of the purposes set forth in Article V, or any of them, without limitations, except such limitations, if any, as may be imposed by law, or as may be contained in the instrument under which such property is received; (iii) receive any property, real, personal, or mixed in trust, under the terms of any will, deed or trust or other instrument for all of the purposes set forth in Article V, or any of them, and in administering the same to carry out the directions and exercise the powers contained in the trust instrument under which it is received; and (iv) receive, take title to, hold and use stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, to sell, pledge, or otherwise dispose of the same and to use the proceeds or the income therefrom, but only for the purposes set forth in Article V.
ARTICLE VII
Notwithstanding anything herein to the contrary, if at any time the Corporation is or shall become a private foundation within the meaning of Section 509(a) of the Internal Revenue Code, then the Corporation shall be subject to the following for so long as it shall remain a private foundation:
(a) The Corporation shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.
(b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; nor make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE VIII
(a) All corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the Corporation managed by or under the direction of, its Board of Directors. The Board of Directors shall be self-perpetuating. The Directors shall be divided into four (4) classes, designated, respectively, “Class I,” “Class II,” “Class III” and “Class IV” with each class containing approximately the same percentage of the total directors, as near as may be. The Bylaws of the Corporation (the “Bylaws”) shall prescribe: (i) the number of Directors, which in no event shall be fewer than three (3) Directors; (ii) the terms of office of Directors; and (iii) the qualifications (if any) and manner of election of Directors, Such provisions may be amended from time to time in such lawful manner as the Bylaws shall prescribe and as shall not be inconsistent with the provisions of this Certificate of Incorporation.
ARTICLE IX
In the event of dissolution of the Corporation or the winding up of its affairs, subject to any restrictions on use or transfer that may exist, the assets of the Corporation remaining after all liabilities and obligations have been satisfied and discharged or provided for shall be paid over, transferred or conveyed, in accordance with a plan for distribution of assets adopted by the Board of Directors, to one or more organizations that meet the following conditions:
(a) The organization shall be organized and operated either: (i) exclusively for the purposes set out in Article V above; or (ii) exclusively for purposes determined by the Board of Directors to be similar to or supportive of those set out in Article V above; and
(b) The organization shall either be: (i) an organization exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of the Internal Revenue Code that is not a private foundation as defined in Section 509(a) of the Internal Revenue Code; or (ii), provided such assets will be used exclusively for one or more public purposes, the Federal or a state government or a political subdivision thereof.
Any such assets not so distributed shall be disposed of as determined by a court of competent jurisdiction, exclusively for such purposes, or to such organization or organizations, as said court shall determine, that are exempt from Federal taxation under Section 501(a) of the Internal Revenue Code as organizations described in Section 501(c)(3) of the Internal Revenue Code and are not private foundations as defined in Section 509(a) of the Internal Revenue Code, or to the Federal or a state government or political subdivision thereof for a public purpose.
ARTICLE X
(a) No person who is or was a Director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of duty as a Director in an amount that exceeds the compensation, if any, received by the Director for serving the Corporation during the year of the violation if such breach did not: (i) involve a knowing and culpable violation of law by the Director; (ii) enable the Director or an associate, as defined in Section 33-840 of the Connecticut General Statutes, to receive an improper personal economic gain; (iii) show a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation; or (iv) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director's duty to the Corporation. Any lawful repeal or modification of this Article or the adoption of any provision inconsistent herewith by the Board of Directors of the Corporation shall not, with respect to a person who is or was a Director, adversely affect any limitation of liability, right or protection of such person existing at or prior to the effective date of such repeal, modification or adoption of a provision inconsistent herewith.
(b) The limitation of liability of any person who is or was a Director provided for in this Article shall not be exclusive of any other limitation or elimination of liability contained in, or which may be provided to any person under, Connecticut law as in effect on the effective date of this Certificate of Incorporation and as thereafter amended.
ARTICLE XI
The Corporation shall provide its Directors with the full amount of indemnification that the Corporation is permitted to provide pursuant to the Connecticut Revised Nonstock Corporation Act. In furtherance of the foregoing, the Corporation shall indemnify its Directors against liability to any person for any action taken, or any failure to take any action, as a Director, except liability that: (a) involved a knowing and culpable violation of law by the Director; (b) enabled the Director or an associate, as defined in Section 33-840 of the Connecticut General Statutes, to receive an improper personal economic gain; (c) showed a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the Corporation; or (d) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the Director's duty to the Corporation.
The Corporation shall indemnify and advance expenses to each officer, employee or agent of the Corporation who is not a Director, or who is a Director but is made a party to a proceeding in his or her capacity solely as an officer, employee or agent, to the same extent as the Corporation is permitted to provide the same to a Director, and may indemnify and advance expenses to such persons to the extent permitted by Section 33-1122 of the Connecticut Revised Nonstock Corporation Act.
Notwithstanding any provision hereof to the contrary, the Corporation shall not indemnify any Director, officer, employee or agent against any penalty excise taxes assessed against such person under Section 4958 of the Internal Revenue Code.
ARTICLE XII
This Certificate of Incorporation may be amended by a resolution adopted by not less than two-thirds of the Board of Directors present at a meeting at which a quorum is present provided that the Certificate of Incorporation shall not be amended to permit the Corporation to engage in any activity that would be inconsistent with its classification as an organization described in Section 501(c)(3) of the Internal Revenue Code and as an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
ARTICLE XIII
Reference in this Certificate of Incorporation to a provision of the Internal Revenue Code is to such provision of the Internal Revenue Code of 1986, as amended, or the corresponding provision(s) of any subsequent federal income tax law. Reference in this Certificate of Incorporation to a provision of the Connecticut General Statutes or any provision of Connecticut law set forth in such Statutes is to such provision of the General Statutes of Connecticut, Revision of 1958, as amended, or the corresponding provision(s) of any subsequent Connecticut law. Reference in this Certificate of Incorporation to a provision of the Connecticut Revised Nonstock Corporation Act is to such provision of the Connecticut Revised Nonstock Corporation Act, as amended, or the corresponding provision(s) of any subsequent Connecticut law.
FOURTH: That said amendment and restatement was duly adopted in accordance with the provisions of Section 33-1142 of the Connecticut Revised Nonstock Corporation Act.
Dated: May 3, 2002.
HILL DEVELOPMENT CORPORATION OF NEW HAVEN
Catherine Sutton-Dawson
Chairperson
