Our Bylaws | Community Development Corporation in Connecticut

THE BYLAWS OF SEAVIEW COMMUNITY DEVELOPMENT CORPORATION

ARTICLE I. NAME
SECTION 1.1 Name. The name of the corporation is Seaview Community Development Corporation.

ARTICLE 2. PURPOSE
Section 2.1 Purpose. Seaview Community Development Corporation has been formed to combat community deterioration of land, parcel, and real estate within the East End and Mill Hill neighborhoods by (1) acquiring, developing, owning, financing, leasing and managing residential and commercial projects, including affordable housing (the “Projects”); (2) proving amenities associated with the Projects; (3) developing, financing and assisting in the installation of publicly owned infrastructure projects; and (4) conducting or performing any ancillary or related activity in furtherance of the foregoing.

ARTICLE 3: PRINCIPAL OFFICE
Section 3.1. Principal Office. The principal office of Seaview Community Development Corporation shall be located at 1534 Seaview Avenue, Ste 1, Bridgeport, Connecticut 06607. The Board of Directors may at any time, or from time to time, change the location of the principal office from one location to another within said city or county.

ARTICLE 4: NONPARTISAN ACTIVITIES
Section 4.1. Nonpartisan Activities. Seaview Community Development Corporation has been formed for the charitable purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION shall consist of the carrying on of propaganda or otherwise attempting to influence legislation. SEAVIEW COMMUNITY DEVELOPMENT CORPORATION shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE 5: MEMBERSHIP
Section 5.1. No Members. SEAVIEW COMMUNITY DEVELOPMENT CORPORATION shall have no members. Any action for which there is no specific provision in the Law applicable to a corporation which has no members and which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors.

ARTICLE 6: BOARD OF DIRECTORS
Section 6.1. General Powers. Subject to any limitations contained in the Law, the Articles of Incorporation, and these Bylaws, SEAVIEW COMMUNITY DEVELOPMENT CORPORATION’S activities and affairs shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION to any person, persons, management company, or committees however composed, provided that the activities and affairs of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Section 6.2. Appointment/Composition. The Board shall consist of at least five (5) and not more than nine (9) directors. The presidents of the East End Neighborhood Revitalization Zone and the Mill Hill Neighborhood Revitalization Zone, or their appointees from said neighborhood revitalization zone, shall hold one (1) seat each. Residents from each redevelopment area shall occupy up to four (4) seats. Businesses and bankers impacting the redevelopment area shall occupy up to four (4) seats.
Section 6.3. Qualifications of Directors. Nominees for appointments to the Board of Directors must have exhibited an interest in and commitment to the purposes of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION. Further qualifications may be added by resolution.
Section 6.4. Term of Office. Each director shall serve a two-year term. Directors may serve three (3) consecutive terms.
Section 6.5. Vacancies on the Board of Directors. A vacancy will be considered to exist on the occurrence of the death, removal, or resignation of any director. Vacancies occurring on the Board of Directors shall be filled by appointment made by the Board of Directors. Directors appointed by the Board of Directors may be removed by the Board of Directors with or without cause.
Section 6.6. Annual Meeting. The Board of Directors shall hold an Annual Meeting every year to accept their appointment to the Board; electing the officers of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION; and/or conducting any other business or transactions as shall come before the meeting. The first Annual Meeting shall occur as soon as reasonably practicable.
Section 6.7. Regular Meetings. In addition to the Annual Meeting, regular meetings of the Board of Directors may be held monthly.
Section 6.8. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called by the Chair of the Board, the President, the Vice-President in the absence of the President, or by a majority of the directors.
Section 6.9. Conduct of Meetings. The chair of the Board, or any other director or officer selected by the Board, shall preside at the meetings of the Board of Directors. In the absence of the Chair, or the selection by the Board of some other person to preside, the Vice Chair of the corporation shall preside at Board meetings.
The Chair of the Board, the Vice Chair, or whomever else presides at meetings of the Board, shall remain neutral on issues before the Board so far as possible and shall abstain from voting on resolutions before the Board unless his or her vote will determine whether the resolution passes.
The current edition of Roberts Rules of Order shall be used to resolve questions or disputes over proper corporate procedures, unless the Board votes otherwise, either in specific instances or for general Board procedures.
Section 6.10. Quorum. At all meetings of the Board of Directors, the presence of a quorum is necessary to allow the transaction of business. A quorum is defined as a majority of the number of directors equal to two-thirds of the directors then in office. However, if there are so many vacant directors’ positions that it is not possible to achieve a quorum, due to resignation or removal of directors, then the Board may nonetheless meet and appoint new directors to fill the vacant positions.
Section 6.11 Decision-Making and Voting. The directors shall diligently and conscientiously attempt to make decisions by consensus. They shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where it is apparent that consensus cannot be achieved, any director may request that a vote be taken instead. Each member of the Board of Directors shall have one vote. The affirmative vote of a majority of the directors present at any meeting at which a quorum is present is necessary and sufficient to decide for the Board of Directors of the corporation unless, however, a greater proportion is required by law or by these bylaws.
Section 6.12. No Proxy Voting. There shall be no proxy voting allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board. Directors who are unable to attend a meeting of the Board may send a letter to the Board stating their opinion or position on any matter before the Board, and that letter shall be read aloud at that meeting during the discussion of the issue (s) of concern to the absent director.

ARTICLE 7: OFFICERS AND STAFF
Section 7.1. Officers. The officers of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION shall carry out the policies and decisions of the Board of Directors, as directed by the Board. The officers shall include a president and a secretary, and may also include a vice-president, a treasurer, a chairperson, and other such officers as may be elected by this Article. The same person may not hold the offices of president and secretary at the same time. The same person may not hold the offices of secretary and treasurer at the same time. Other than these restrictions on holding the office of president, secretary, and treasurer, the same person may hold any other two offices.
Section 7.2. Election and Term of Office. The officers of the corporation shall be elected annually for a term of two years by the Board of Directors. As soon as possible following each annual election of directors, the Board of Directors shall meet to elect new officers of the corporation. Each officer shall hold office until her/his successor has been properly elected unless she or he resigns or is removed.
Section 7.3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of the corporation would be best served by such removal. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 7.4. Vacancies. If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the directors in office, although less than a quorum, may elect or appoint an officer to fill such a vacancy. The elected officer shall hold office for the unexpired portion of the term of that office.
Section 7.5. President. The president shall be the principal officer of the corporation and shall, in general, supervise and control all of the affairs of the corporation. The president shall preside at all meetings of the Board of Directors. The president shall also perform other duties as may be assigned by the Board of Directors. The president shall serve as an ex-officio member of all committees. When chairing meetings, the president shall remain neutral on issues before the Board as far as possible and shall abstain from voting on resolutions before the Board unless that vote will determine whether the resolution passes or not.
The president may sign deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Board of Directors, by these bylaws or by statute.
Section 7.6. Vice-President. In the absence of the president or in the event of the president’s inability to act, the vice-president shall perform the duties of the president. The vice-president, when acting as president, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall also perform other duties assigned by the Board of Directors.
Section 7.7. Secretary. The secretary shall perform or oversee the performance of the following duties: a) Keep the minutes of the meetings of the Board of Directors; b) See that all notices are duly given by the provisions of these bylaws or as required by law; c) Be custodian of the corporate records; d) Ensure that all required state and federal reports are prepared and filed in a timely fashion; and e) Perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 7.8. Treasurer. The treasurer shall perform or oversee the performance of the following duties: a) Have charge of, custody of, and be responsible for all funds and securities of the corporation; b) Receive and give receipts for money due and payable to the corporation; c) Deposit all such money in the name of the corporation in such banks or other depositories as shall be selected by these bylaws; d) Oversee or conduct all financial transactions of the corporation; e) Prepare or assist in the preparation of required state and federal reports about income and disbursements and activities of the corporation; and f) Perform all the duties incident to the office of treasurer and such other duties as may be assigned by the president or the Board of Directors from time to time.
Section 7.9. Executive Director and Staff. The Board shall, as finances permit, employ an executive director, establish duties, fix salaries, and set personnel standards and policies to be adhered to by all staff. The Executive Director shall attend all regular and special meetings of the Board of Directors when reasonably possible and shall give verbal or written reports at Board meetings as requested by the Board. The executive director shall have the power, subject to the rules and regulations set by the Board of Directors and by law, to employ, terminate, fix duties and salaries, establish standards, and evaluate employees of the corporation.
The Board may authorize the Executive Director to sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Board of Directors, by these bylaws or statute

ARTICLE 8. MISCELLANEOUS PROVISIONS
Section 8.1. Conflict of Interest. Directors shall declare the existence of any direct or indirect conflict of interest, financial or otherwise, disclose its nature on the record, and abstain from voting on that matter. A conflict of interest is always present when a vote concerns a director’s financial interests or those of his or her family. Directors and officers of SEAVIEW COMMUNITY DEVELOPMENT CORPORATION may enter into transactions or contracts with the corporation, subject to the limitations of law, the Articles of Incorporation, and these bylaws regarding such dealings. All transactions of the corporation involving the personal financial interests of directors, officers, or employees shall adhere to standard business practices without special considerations, special compensation, or special benefit to any person as a result of the corporate role of a director, officer, or employee.
Section 8.2. Compensation of Officers and Directors. The corporation may pay compensation to its officers, directors, or employees, so long as no member of the Board of Directors shall receive any compensation for fulfilling the responsibilities of a director. The Board may pay directors reimbursement for expenses incurred in the course of fulfilling their responsibilities. Directors may serve concurrently as officers, employees, or independent contractors of the corporation and may be compensated for work in that capacity.

ARTICLE 9. AMENDMENTS
Section 9.1. Articles of Incorporation. The Board of Directors shall have the power to amend the Articles of Incorporation by a majority of the two-thirds vote of the directors then in office, except as otherwise limited by law, the Articles or Bylaws. Proper written notice must be given in advance including either a copy of the proposed amendments or a summary of those amendments.
Section 9.2. Bylaws. Unless otherwise provided by law, the Articles, or elsewhere in these bylaws, the Board of Directors may amend the bylaws by a two-thirds vote of the directors then in office. Proper written notice of amendments must be given in advance including either a copy of the proposed amendments or a summary of those amendments.