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

By-Laws

ARTICLE I: NAME AND OFFICE

Section 1.01. Name.

The name of the Corporation is the Hill Development Corporation of New Haven (the “Corporation.”)

Section 1.02. General.

The Bylaws of the Corporation (the “Bylaws”) are intended to supplement and implement applicable provisions of law and of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)

Section 1.03. Principal Office; Area of Operations.

The principal office of the Corporation shall be located in the Hill Renewal and Redevelopment Area of New Haven (the “Hill Section”), as established in 1972 by the City of New Haven, at such location in the Hill Section as the members of the Board of Directors (the “Directors”) shall from time to time designate. The area of operations of the Corporation shall be the County of New Haven, Connecticut.

ARTICLE II: BOARD OF DIRECTORS

Section 2.01. Power of Board of Directors.

All corporate powers shall be exercised by or under the authority of, and the activities, properties and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2.02. Number of Directors.

The number of Directors constituting the entire Board of Directors shall be not less than fifteen (15) or more than twenty-five (25). So long as such number does not cause the number of Directors to be below the minimum or maximum numbers set forth in accordance with this Section 2.02, the number of Directors on the Board of Directors shall be the number fixed by resolution of the Board of Directors or, in the absence of such a resolution, shall be the aggregate number of Directors elected at each of the previous four (4) Annual Meetings of the Directors in accordance with Section 2.04 below.

Section 2.03. Qualification of Directors.

The Board of Directors shall be composed of a minimum of twelve (12) residents of the Hill Section (individually, a “Hill Resident” and collectively, “Hill Residents”). No more than ten (10) members of the Board of Directors may represent New Haven County businesspersons, institutions, public agencies or community organizations. A Director must be a resident of the State of Connecticut.

Section 2.04. Election and Term of Directors.

As provided in the Certificate of Incorporation, the Directors of the Corporation shall be classified, as to their term of office, into four (4) classes, designated, respectively, “Class I,” “Class II,” “Class III” and “Class IV” so that the term of office of one class of Directors shall expire each year. At each Annual Meeting of the Board of Directors of the Corporation, successors to the class of Directors whose terms of office expire at such Annual Meeting shall be elected to hold office for the term of four (4) years and until their successors shall be elected and shall qualify. All Board Members shall be permitted to stand for re-election.

Section 2.05. Meetings.

A. Annual Meeting. The Annual Meeting of the Board of Directors shall be held within the State of Connecticut at such time and place as shall be fixed by the Board of Directors for the election of Directors and officers and for the transaction of such other business as may properly come before the meeting.

B. Regular Meetings. Regular meetings of the Board of Directors shall be held at least once every two (2) months at such times and places within the State of Connecticut as the Board of Directors may determine. Written notice of Regular Meetings shall be given to each Director at least four (4) business days in advance of the date of the meeting and such notice shall include an agenda for the meeting. Unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal at such meeting.

C. Special Meetings. Special Meetings of the Board of Directors shall be held at the call of the Chairperson or one third (1/3) of the Directors at such times and places within the State of Connecticut as they may determine provided that notice, as provided for in these Bylaws, shall be given to each Director. Such notice shall state the time and place of the meeting and shall be given personally, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier not less than two (2) days before the date of the meeting and shall clearly state the purpose or purposes for which the meeting is called.

D. Rules. The Board of Directors may adopt such rules for the conduct of its meetings as it may deem proper and in accordance with the Certificate of Incorporation, these Bylaws and the laws of the State of Connecticut.

E. Interested Persons. All interested persons shall have the right to attend meetings of the Board of Directors although only the Directors shall be entitled to vote. Such interested persons shall have the right to speak in accordance with the rules adopted by the Board or with recognized parliamentary procedure.

F. Waiver of Notice. A Director may waive any notice required by law, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the Director, and shall be delivered to the Secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. A DirectorÕs attendance at or participation in a meeting waives any required notice to him/her of the meeting unless at the beginning of such meeting, or promptly upon his/her arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

Section 2.06. Quorum.

At all meetings of the Board of Directors, unless a greater proportion is required by law, by the Certificate of Incorporation or these Bylaws, one-third (1/3) of the number of Directors prescribed in accordance with Section 2.02 shall constitute a quorum for the transaction of business. The acts of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except where a larger number is required by law, Certificate of Incorporation or these Bylaws.

Section 2.07. Compensation.

Directors shall receive no compensation for their services as directors. Reimbursement may be paid to directors for reasonable expenses incurred in the course of their activities as directors, providing that they receive approval for such expenditures from the Executive Committee of the Board of Directors, and that official receipts of expenditures are submitted to the Treasurer.

Section 2.08. Removal.

Except as otherwise provided in the Certificate of Incorporation, any one or more of the Directors may be removed for cause at any time by action of the Board of Directors. Furthermore, a Director shall be subject to immediate removal for missing three (3) consecutive regular and/or Special Meetings of the Directors after written notice has been sent by the Secretary of the Board outlining the absences. A Director subject to removal may be removed only at a Special Meeting called for that purpose provided that notice of such meeting specifically states that the purpose, or one of the purposes, of the meeting is the removal of the Director. At such meeting, the Director to be removed shall have an opportunity to be heard by the other Directors present at the meeting. The Secretary shall keep an attendance record of all Board of Directors meetings.

Section 2.09. Resignation.

Any Director may resign at any time by delivering written notice to the Board of Directors, its Chairperson (if any), or the Secretary of the Corporation. Such resignation shall take effect when such notice is delivered unless the notice specifies a later effective date.

Section 2.10. Vacancies.

Newly created directorships, resulting from an increase in the number of Directors, and vacancies occurring on the Board of Directors for any reason, may be filled by (i) the Board of Directors; or (ii) if the Directors remaining in office constitute fewer than a quorum of the Board of Directors, the vote of a majority of the Directors remaining in office. A Director elected to fill a vacancy shall hold office until the next Annual Meeting of the Board of Directors and until his/her successor is elected and qualified.

Section 2.11. Committees of the Board of Directors.

The Board of Directors may create such committees of Board Members, as it may deem necessary to facilitate the business of the Corporation. Staff members may not serve as committee members. Each committee shall have two (2) or more Directors, who serve at the pleasure of the Board of Directors. Committees may not take any formal action unless the action is approved by the Board of Directors. There shall be the following standing committees: (i) Nominations Committee; (ii) Personnel; (iii) Finance; (iv) Planning; (v) Public Information; and (vi) Special Projects. Excepting the Personnel, Finance and Public Information Committee Chairs, the Chairperson of the Board will appoint annually all chairpersons and members of committees.

The Planning Committee shall at all times include at least one-third (1/3) members which are low-income Hill Residents and/or program beneficiaries who will advise the Corporation on design, location of sites, development and management of affordable housing activities and initiatives. Such Planning Committee members shall be responsible for interaction and communication with other interested Hill Residents.

Section 2.12. Fiscal Year.

The fiscal year of the Corporation shall end on the 30th day of June of each calendar year.

Section 2.13. Auditing.

The Board of Directors may retain a qualified auditor to audit the books of the Corporation at such times, during the fiscal year, as it may deem appropriate for the proper operation of the Corporation, but not less than once per fiscal year.

Section 2.14. One Directorship Per Person.

No person may occupy more than one directorship.

Section 2.15. Informal Action by Directors.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. Such action shall be evidenced by one or more written consents describing the action taken, shall be signed by each Director and shall be included in the minutes or filed with the corporate records reflecting the action taken.

ARTICLE III: OFFICERS

Section 3.01. Name and Number.

A. The officers of the Corporation shall consist of at least the following: Chairperson, First Vice Chairperson, Second Vice Chairperson, Secretary, Assistant Secretary, and Treasurer.

B. The Board of Directors may, from time to time, create such other officers, as it may deem necessary and proper for carrying out the business of the Corporation.

Section 3.02. Powers and Duties.

A. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors; he/she shall present, at each Annual Meeting, a report on the state and condition of the affairs of the Corporation. He/she may sign contracts and agreements and co-sign checks drawn on the CorporationÕs account in the name of the Corporation provided that such contracts and agreements are authorized by resolution of the Board. He/She shall see that the books, reports, statements and certificates required by statute are properly kept, made and filed according to law. He/She shall appoint committee chairpersons and members with the exception of the Personnel, Finance, and Public Information Committee Chairpersons.

B. Vice Chairpersons. The First Vice Chairperson will serve as Chairperson for the Personnel Committee, and the Second Vice Chairperson will serve as a Chairperson of the Public Information Committee. In the event the Chairperson vacates his/her position or is otherwise unable to serve; he/she shall be succeeded by the First Vice Chairperson. In the event the First Vice Chairperson is unable to succeed the Chairperson or is otherwise unable to serve he/she shall be succeeded by the Second Vice Chairperson. He/She may be one of the officers required to sign the checks and drafts of the organization. The Vice-Chairperson shall assist the Chairperson in his/her designated duties.

C. Secretary. The Secretary shall keep, at the principal office or such other place as the Board of Directors may order, a book of the minutes of all meetings. He/She shall be the custodian of the records and seal of the Corporation. He/She shall affix the seal to corporate papers when required by the Board of Directors. He/She shall perform all duties as from time to time as may be required of him/her by the Board of Directors. He/She may be one of the officers required to sign the checks and drafts of the organization. It shall be his/her duty to file any certificate required by any statute, Federal, State or City.

D. Assistant Secretary. The Assistant Secretary shall assist the Secretary in his/her designated duties. He/She shall be responsible for the maintenance of the attendance records of the Board of Directors. He/She may be one of the officers required to sign the checks and drafts of the organization.

E. Treasurer. The Treasurer shall have the custody of and be responsible for all the funds and securities of the Corporation, and shall cause to be deposited such funds and securities in a regular business bank or trust company as the Board of Directors may designate. He/She shall serve as Chairperson of the Finance Committee. He/She shall exhibit at all reasonable times his/her books and accounts to any of the directors upon application at the office of the Corporation during business hours. He/She shall render a statement of the financial condition of the Corporation at each regular meeting of the Board and at such other times as may be required of him/her. He/She must be one of the officers who shall sign checks or drafts of the organization. He/She shall perform all duties pertaining to the office of Treasurer and such other duties as from time to time may be required of him/her by the Board of Directors.

Section 3.03. Qualifications and Election.

A. All officers shall be elected by the Board of Directors from among the members of the Board of Directors at the Annual Meeting.

B. Each officer shall be elected at the close of the Annual Meeting for a term of one (1) year, or until his/her successor has been elected and qualified. Any officer may stand for re-election.

Section 3.04. Removal.

Any officer may be removed, for cause, at a Special Meeting of the Board of Directors called for that purpose, provided that notice of specific charges by a Board member are presented and a hearing is provided. This Special Meeting will be preceded by a hearing conducted by the Executive Committee that must be held within (15) days of the receipt of the complaint.

ARTICLE IV. INDENMNITY OF OFFICERS AND DIRECTORS

Section 4.01. Bonding.

In the discretion of the Board of Directors, the Corporation may require bonds for certain officers, directors or employees who have the power to contract or sign checks in the name of the Corporation provided that the cost of such bonds shall be paid by the Corporation.

Section 4.02. Indemnification of Officers, Directors, Employees and Agents.

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 (i) involved a knowing and culpable violation of law by the Director, (ii) enabled the Director or an associate, as defined in Section 33-840 of the Connecticut General Statutes, to receive a personal economic gain, (iii) 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/her conduct or omission created an unjustifiable risk of serious injury to the Corporation, or (iv) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the DirectorÕs 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/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.

ARTICLE V: POWER TO SIGN CHECKS AND CONTRACTS

Section 5.01. Power to Sign Checks.

The Board of Directors may in its discretion give the power to sign checks in the name of and on behalf of the Corporation to any officer, Director or employee, in combination provided that bonding or other insurance against losses or liability to the Corporation may be required on such person with the Corporation paying the cost of such bonding or insurance by resolution at the close of the Annual Meeting.

Section 5.02. Power to Sign Contracts.

The Board of Directors may in its discretion give the power to sign contracts in the name of and on behalf of the Corporation to any officer, Director or employee, in combination provided that bonding or other insurance against losses or liability to the Corporation may be required on such person with the Corporation paying the cost of such bonding or insurance by resolution at the close of the Annual Meeting.

ARTICLE VI: EXECUTIVE COMMITTEE

Section 6.01. Designation.

The Executive Committee shall have at least two (2) Directors and be composed of the officers (Chairperson, First Vice Chairperson, Second Vice Chairperson, Secretary, Assistant Secretary, and Treasurer) and Committee Chairs (Nominations, Personnel, Finance, Planning, Public Information and Special Projects), of the Corporation. The designation of such Executive Committee and the delegation of authority herein granted should not relieve the Board of Directors, or any member thereof, of any responsibility imposed on it or the Director by law.

Section 6.02. Powers.

During the intervals between meetings of the Board of Directors, and subject to such limitations as may be provided by law, these Bylaws, or by vote of the Board of Directors, the Executive Committee shall have any and may exercise all authority of the Board of Directors in the management of the Corporation, provided, however, that the Executive Committee shall not (i) fill vacancies on the Board of Directors; (ii) amend the Certificate of Incorporation; (iii) adopt, amend or repeal these Bylaws; (iv) approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all of the property of the Corporation, other than in the usual and regular course of affairs of the Corporation, or approve a proposal to dissolve the Corporation; or (v) exercise any other authority prohibited by law.. The Executive Committee shall make a full-written report of all actions at the next meeting of the Board of Directors.

Section 6.03. Meetings.

Meetings of the Executive Committee may be held at such time and place as may be from time to time determined by the Chairperson or 1/3 of the Executive Committee members and upon the giving of written notice personally, or by mail, or telephone at least three (3) days prior to the date of the meeting.

Section 6.04. Quorum.

A majority of the Executive Committee members shall be necessary to constitute a quorum for the transaction or business, and the act of the majority of the members present at such meeting at which a quorum is present shall be the act of the Executive Committee.

ARTICLE VII: EMPLOYEES

Section 7.01. Executive Director.

The Executive Director shall be responsible for the management of the day to day affairs of the Corporation. He/She shall support the operations and administration of the Board of Directors by advising and informing Board members. He/She shall be responsible for executing the policies of the Corporation, as such policies are established by the Board of Directors, interfacing between Board and staff. As Hill Development Corporation of New Haven Chief Operations Officer, he/she shall be accountable and responsible for managing the CorporationÕs affairs between Executive and/or Board meetings. He/She shall oversee design, marketing, promotion, delivery and quality of programs, projects, and services of the Corporation. As Chief Operations Officer he/she shall explore new programs and or projects that are consistent with the mission of Hill Development Corporation of New Haven and shall be governed by action of the Board of Directors.

ARTICLE VIII: AMENDMENTS

Section 8.01. Amendment.

Amendments to these By-laws may be proposed in writing by a Director and shall be adopted upon a two-thirds (2/3) vote of the Board of Directors at a special meeting called for the purpose of considering such amendment.

ARTICLE IX: NON-PROFIT RESTRICTION

Section 9.01. Non-profit Restriction.

No person shall be paid for holding offices or for holding a directorship. An officer or Director may be reimbursed for all reasonable and necessary expenses incurred in the performance of his/her duties as such officer or Director in the furtherance of the business and program of the Corporation, with the advance written approval of the Executive Committee.