Renaissance City Development Association
Revised and updated bylaws – 04/20/2017
NAME, OFFICE AND SEAL
Section 1. Name. The name of the Corporation is the “Renaissance City Development Association.”
Section 2. Principal Office. The principal office of the Corporation in the State of Connecticut will be located at 216 Howard Street, New London, Connecticut 06320, or at such place in the City of New London as the Board of Directors will from time to time designate.
Section 3. Seal. The corporate seal of the Corporation has inscribed thereon the name of the Corporation, the year of its incorporation and the words "Seal" and "Connecticut".
Section 1. Statement of Purpose. The Corporation is formed to receive and administer funds exclusively for charitable, scientific and educational purposes without pecuniary gain or profit to its members. Its purpose is to further the economic development of its community and environs, and it will have authority to promote and assist the growth and development of economic concerns in the areas covered by their operations. Its purpose further is to assist in projects, undertakings, studies and other activities in cooperation and in coordination with the City of New London, all to combat community deterioration, lessen the burdens of government and secure adequate housing, community facilities and other related facilities and services and conditions, economic and otherwise, conducive to the progress and general welfare of the community and to carry on such activities and to deal with and expend a corporate property or income therefrom for any of the aforementioned purposes without limitation, except such limitations, if any, as may be contained in the instrument under which property is received, the Certificate of Incorporation, or any other limitations prescribed by law.
It further is the purpose of the Corporation to engage in some or all of the following activities, subject, however, to the express limitation that the Corporation will engage in such activities only insofar as they further the Corporation's purposes of combating community deterioration and lessening the burdens of government, and also subject to the additional express limitation that the Corporation will engage in such activities only insofar as it may do so while qualifying as a tax-exempt organization under Section 501(c) (3) of the Internal Revenue Code :
a. To construct, acquire, rehabilitate and improve for the use by others, industrial, commercial or manufacturing buildings or plants in New London, to assist financially in such construction, acquisition, rehabilitation and improvement, to maintain such buildings or plants for others in New London; to disseminate information and furnish advice, technical assistance and liaison with federal, state and local authorities with respect thereto; to provide assistance to small business concerns, and to do all other things appropriate to the economic development of the City of New London;
b. To conduct or assist in projects, undertakings, studies and other activities in planning, economic development, and improvements in the City of New London, all to combat community deterioration and to secure adequate community facilities and services and conditions, economic and otherwise, conducive to the progress and general welfare of the community, and to carry on such activities and to deal with and expend any corporate property or income therefrom for any of the aforementioned purposes;
c. To conduct or assist in projects, undertakings, studies, and other activities associated with the development of residential properties, including but not limited to the development and/or management of low-income housing in the City of New London, and to carry on such activities and to deal with and expend any corporate property or income therefrom for any of the aforementioned purposes.
d. To raise funds by borrowing, by subscription, by gift, grant or other lawful means from individuals, governmental bodies, corporations, associations or organizations and to administer such funds solely to further the purposes and objectives of the Corporation and without pecuniary gain or profit, whatsoever, directly or indirectly, to any participants therein; and power to issue notes, bonds and debentures as well as the right to borrow from municipal, state and federal government agencies and civic organizations,
e. To consult with and avail itself of the facilities of city, state and federal governmental agencies and other civic agencies such as may make their facilities available to the Corporation to ensure informed and impartial administration of the Corporation's funds and furtherance of its objectives.
Section 1: Members of the Corporation, Purpose. It is the intent of the Corporation to sustain a membership to promote its purpose as herein stated. Said membership should contain representation of the community to include, but not be limited to, representation from community organizations, business organizations, banking institutions and government.
Section 2. Election of Members, Eligibility of Members. The members may be individuals, associations, partnerships or corporations. New members will be elected yearly at the annual meeting of members, or at any special meeting of the members called for that purpose, or at any meeting of the Board of Directors. There will not be less than 25 members. Members will be elected by a plurality of the votes cast at such meeting and may succeed themselves.
Each elected member will retain membership for the term hereafter specified or until death, resignation or removal in accordance with these Bylaws. Removal is at the option of the Board of Directors when dues are more than 90 days in arrears or for any other reason deemed appropriate by the Board of Directors.
Section3. The Secretary will maintain a roster of members, the Board of Directors, Officers and the Executive Committee. Corporate, association and partnership members will designate in writing with the Secretary their specific representative for the term and may amend such designation in writing to the Secretary.
Section 4. Annual Meeting. The regular annual meeting of the members will be held during the month of October at a time designated by the Directors, at the registered office of the Corporation, or at such other place in New London as a majority of the Directors may from time to time designate, for the purpose of electing members, Board of Directors, and Executive Committee members of the Corporation, and for any other such business as set forth in the notice of the meeting.
Section 5. Terms. The terms for members will commence at the meeting at which they are elected and will terminate at the following annual meeting of members or at any special meeting of the members called for that purpose.
Section 6. Notice. Written notice of such regular annual meeting will be mailed, emailed, or sent via other electronic notice to each member, at such address, electronic address as appears for such member, at not less than ten days nor more than forty-five days prior to the date of the meeting.
Section 7. Special Meetings. Special meetings of the members, for any purpose or purposes, may, unless otherwise provided by law, be called at any time by the President, by one third of the Board of Directors, or by not less than 20 members. Special meetings of the members will be held at the Corporation's registered office or at some other appropriate designated place. The business to be transacted at any special meeting will be confined to the purposes stated in the notice for the meeting and matters germane thereto.
Section 8. Notice of Special Meetings. Written notice of any special meeting of the members stating the place, day and time, and a description of the purpose or purposes for which the meeting is called, will be mailed, postage prepaid, emailed or sent by such other means as permitted herein, to each member of the Corporation, at such address as appears for such member in the records of the Corporation, not less than ten days nor more than forty five days prior to such meeting, unless a greater period of notice is required by law.
Section 9. Attendance Quorum. The presence, either in person or by proxy, of not less than 50 percent of the members will be requisite for, and will constitute a quorum for the transaction of business at any meeting of the members. If, however, any meeting of the members cannot be organized because a quorum has not attended, the members who are present, in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine. A majority vote of the members present, either in person or by proxy, at any meeting where a quorum is present will be required for the passage of any act unless a greater vote is required by law. Attendance of a person, either in person or by proxy, at any meeting will constitute a waiver of notice of such meeting.
Section 9. Voting Proxies. At every meeting of the members, each member will have the right to one vote, in person or by proxy.
Board of Directors
Section 1. Directors Term. The Board of Directors will consist of not more than twenty-four persons, nor less than seven persons. The Board of Directors who are in office on the effective date of these amended Bylaws will remain as Directors for the terms for which they were each elected. The term of Directors will continue to be maintained in a staggered schedule in which the terms of roughly one third of all Directors will expire at each annual meeting of the members on a rolling basis, pursuant to the provisions of Connecticut General Statutes Section 33-1086. To the extent reasonably possible to maintain compliance with the foregoing Directors will be elected to 3-year terms. Board members elected to fill a vacancy on the Board of Directors will only serve for the remaining time of the term assumed. All members may be re-elected for successive terms without limitation. Thereafter, Directors will be elected by a plurality of the votes cast by members at each annual meeting, or special meeting of members, called for the purpose of electing Directors, at which a quorum is present in person or by proxy or by the Board of Directors whenever a vacancy occurs in accordance with the provisions of these Bylaws. Directors will be members of the Corporation and will hold office until their successors are elected and take office, or until removed, as set forth herein. Before an individual can be nominated to serve on the Board of Directors they must have served as a member in good standing of the Corporation for at least 12 months.
Section 2. Authority of Directors. All powers of the Corporation, including the activities, property and affairs of the Corporation, will be managed by the Board of Directors and/or the Executive Committee.
Section 3. Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held at the principal office of the Corporation or at such other place as a majority of the Directors may from time to time designate. Directors will meet at least quarterly. Notice of regular meetings of the Board of Directors will be given to each Director, personally, by mail, or by other electronic means at least 48 hours prior to such meeting, stating the date, time and place of the meeting. Attendance, including by phone, at said meeting will be deemed waiver of notice for any such meeting.
Section 4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the President or upon written request of five (5) or more Directors. Special meetings may be held at such places, either within or out of the State of Connecticut and by telephone or other electronic device. If a Director participates in a meeting by telephone connection, all participants must be capable of being heard.
Section 5. Waiver of Notice. Whenever any notice is to be given under the provisions of law or these Bylaws, a waiver thereof in writing signed by the Director entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice. Furthermore, the attendance of any Director at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, will be deemed to be a waiver by that Director of such meeting.
Section 6. Quorum and Vote. The presence of 7 Directors then holding office will constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act will be the act of the Board of Directors. Directors may vote by proxy at any meeting of the Board of Directors.
Section 7. Action Without a Meeting. Any action required to be taken at any meeting of the Board of Directors may be taken without a meeting if consent, in writing which writing can be in electronic format and setting forth the action so taken or to be taken, is signed by a majority of the Directors including electronic signatures. Such consent will be filed with the minutes of the Directors' meetings.
Section 8. Compensation. No Director will receive any compensation for his/her services as Director, but the Board of Directors may reimburse him/her for any expenses incurred by him/her in connection with the administration of his/her duties as Director and may pay him/her reasonable value for services rendered in any capacity other than as Director.
Section 9. Ex-officio members/Liaisons. The Board of Directors may appoint ex-officio members or liaisons at the Corporation’s annual meeting, upon a majority vote of the Directors present. The Board of Directors may thereafter, upon two thirds vote of the number of Board of Directors with voting rights, add any Organization that it deems proper to have a representative as an ex-officio member or liaison. Said ex-officio members or liaisons will not have voting rights and the term of service will be from the time of appointment until the next annual meeting. The Organizations will designate in writing to the Secretary of the Corporation their specific representative for the term. Said designated persons may submit to the Secretary of the Corporation another member of the Organization to attend and represent the Organization for any such meeting.
Section 10. Director Emeritus. The Board of Directors may appoint any current or former member of the Board of Directors to the status of Director Emeritus upon two thirds vote of the quorum in attendance at any meeting of the Board. The term for a Director Emeritus will be continuous and said Director Emeritus will serve at the pleasure of the Board without voting rights. The criteria for qualification to be appointed Director Emeritus, other than having served as a member of the Board of Directors, will be as determined by the Board of Directors from time to time.
Section 1. Appointment of Officers. The officers of the Corporation will be named by the Board of Directors and will consist of a President, a 1st Vice President, a 2nd Vice President, a Secretary, an Assistant Secretary, a Treasurer, and a Deputy Treasurer. All officers must be members of the Board of Directors.
Section 2. Term of Office. The officers of the Corporation will hold office at the pleasure of the Board of Directors and will serve until their successors are chosen and take office as set forth herein. Officer vacancies will be filled by the Board of Directors at any meeting specially noticed for that purpose. Any officer may be removed by the Board of Directors at any time with or without cause by a vote of the majority of the Directors present at any meeting of the Board, noticed for that purpose, in which there is a quorum present.
Powers and Duties of Officers
Section 1. President. The President will preside at all meetings of the Membership, the Board of Directors, and the Executive Committee.
Section 2. Vice Presidents. The 1st Vice President then 2nd Vice President respectively, will have the powers of the President during the absence or disability of the President.
Section 3. Secretary. The Secretary or his/her designee will keep a true record of the proceedings of all meetings of the members, the Board of Directors and of the Executive Committee in books provided for this purpose. If the Secretary is absent from any such meeting, the Assistant Secretary will keep a true record of the proceedings thereof.
Section 4. Treasurer. The Treasurer will be responsible to oversee the fiscal accounts of the Corporation, including an account of all monies received and disbursed.
Section 5. Action without a meeting. Any action required to be taken at any meeting of the Executive Committee may be taken without a meeting if consent, in writing, including electronic signatures and setting forth the action so taken or to be taken, is signed by a majority of the Committee members. Such consent will be filed with the minutes of the Executive Committee’s meetings.
Section 6. Remaining duties. All officers of the Corporation will, subject to these Bylaws and to any vote of the Board of Directors inconsistent therewith, have, in addition to the powers and duties set forth, such duties and powers that are commonly incidental to his/her office in addition to those duties and powers the Board of Directors will from time to time confer.
Section 1. Executive Committee. The Executive Committee will consist of the President, 1st Vice President, 2nd Vice President, Secretary, Assistant Secretary, Treasurer and Deputy Treasurer. The Executive Committee will conform with the requirements of 123 C.F.R. Section 108-503-1 (a)(3).
The Executive Committee, upon a majority vote of the number of committee members, may from time to time request that a Director or an ex-officio member or liaison of the Board attend certain meetings and become a part of the Executive Committee, as ex-officio members or liaisons of the Executive Committee, with no voting rights. Upon approval, said Director or ex-officio member or liaison will become an ex-officio member or liaison of the Executive Committee until the Committee votes by a majority of those present to remove said person as an ex-officio member or liaison or until the termination of the yearly term as set forth within these Bylaws.
Section 2. Power to Act. The Executive Committee will possess and exercise all of the powers of the Board of Directors in management of the affairs and property of the Corporation, except as otherwise provided by law, these Bylaws, or by resolution of the Board. The Executive Committee will schedule meetings at least monthly upon the giving of at least 24 hours notice by the President or Secretary by telephone or other means. The meetings may be held at the principal office of the Corporation or at such other place as the President may from time to time designate. The presence of four (4) members of the Committee, in person, by phone or other electronic device, will be necessary and sufficient to constitute a quorum, with a majority vote thereof to act on behalf of the Committee. The Committee will keep full and fair records and accounts of its proceedings and transactions. All actions by the Committee will be reported to the Board of Directors at the Board's next meeting succeeding such action and will be subject to revision and/or alteration by the Board of Directors provided that no rights of third persons will be affected by any revision or alteration.
POWERS OF BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
The Board of Directors will have the power, without requiring approval of the Members of the Corporation, and further, the Executive Committee will have the power, except as specifically limited by resolution of the Board of Directors, to authorize and direct the proper officers of the Corporation on behalf of the Corporation as follows:
a. To take, accept and hold by bequest, devise, gift, purchase, loan or lease any property, real, personal or mixed, whether tangible or intangible, without limitation as to kind, amount or value.
b. To sell, convey, lease or make loans or grants of any such property and to invest and reinvest the principal thereof, if any.
c. To borrow money and pledge or mortgage any such property for any purpose for which the corporation is organized, and to issue notes, bonds, or other forms of certificates to secure any of its obligations of indebtedness.
d. To aid, assist and promote the establishment and growth of commerce and industry.
e. To aid and assist in clearing, rebuilding and rehabilitating blighted, deteriorated or deteriorating areas or structures.
f. To encourage and assist in the preparation of plans, surveys, studies and recommendations.
g. To guarantee citizen participation in housing and community improvement and to disseminate information to the general public concerning the objectives and purposes of the Corporation.
i. To hold, improve by construction or otherwise, develop, clear, prepare and dispose of real property.
j. To aid and assist in the construction, acquisition or rehabilitation or structures of housing units adequate for the relocation of persons displaced by governmental action.
k. To carry on any of the aforesaid activities or purposes, either directly or as agent for or with other persons, associations or corporations.
l. To engage or employ any necessary personnel to carry out corporate purposes or activities and provide them with appropriate authority for the same.
m. To pay principal and interest of the Corporation's debts and its administrative and operating expenses, and for such payments and expenses to issue general Development Notes subordinated to all other debts and creditors of the Corporation.
n. To establish dues payable by the members, Board of Directors and Executive Committee in such amount, payable when the Board of Directors deems appropriate.
o. To take all other actions necessary to carry out the powers and functions of the Corporation.
Section 1. Miscellaneous Committees. The Board of Directors or the Executive Committee, from time to time, may constitute such other committees of Directors, officers, employees, members or non-members with such functions, powers, duties and tenures as the Board of Directors or Executive Committee will determine.
Section 2. Checks and Notes. All checks, drafts, trade acceptances and promissory notes of the Corporation will be signed by such officer or officers as the Board of Directors or the Executive Committee may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation will be the calendar year July 1 through June 30 effective July 1, 2017.
Section 4. Deposits. All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as directed by the Board of Directors or the Executive Committee; and for the purposes of such deposit, any officer, or any employee to whom such power may be delegated by the Board of Directors or the Executive Committee, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.
Section 5. Acceptance of Gifts and Donations or Subscriptions. No gift, donation, bequest or subscription to the Corporation will be deemed to have been accepted until acted upon affirmatively by the Board of Directors.
Indemnification of Directors and Officers
Each Director and Officer of the Corporation, and his/her heirs, executors and administrators, will be indemnified by the Corporation against any cost, expense (including attorney's fees), judgment and liability reasonably incurred by or imposed upon him/her in connection with any action, suit or proceeding to which he/she may be made a part or with which he/she will be threatened by reason of his/her being or having been a Director or Officer of the Corporation or of any other corporation which he/she serves or has served as Director or Officer at the request of the Corporation (whether or not he/she continued to be an Officer or Director of the Corporation or such other corporation at the time such action, suit or proceeding is brought or threatened), except with respect to matters as to which will finally be adjudged in such action, suit or proceeding to be liable for willful misconduct as such Director or Officer. In the event of any settlement of any such action, suit or proceeding brought or threatened, such indemnification will be limited to matters covered by the settlement as to which the Corporation is advised by counsel that such Director or Officer is not liable for willful misconduct as a Director or Officer. The foregoing right of indemnification will be in addition to any rights to which any Director or Officer may otherwise be entitled. The word "Director", as used in this Article, will be deemed to include a member of the Executive Committee.
These Bylaws may be altered, amended or repealed at any regular or special meeting of the members by the vote of a majority of the membership of the corporation, in person or by proxy, at such meeting; but no alteration, amendment or repeal will be made at a special meeting unless the notice of such meeting will specify the proposed alteration, amendment or repeal as the purpose or one of the purposes of such meeting.
April 20, 2017
Andrew Russell Secretary