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BylawsBYLAWS
OF
FIRST TOWN DOWNTOWN
Amended and Restated as of January 27, 1998
ARTICLE I
Members
Section 1.01. Members. Membership shall consist of individuals and organizations which pay annual dues.
Section 1.02. Annual Dues. The Board of Directors shall establish annual dues as it deems appropriate. Such establishment of dues shall include method of payment and application procedure.
Section 1.03. Membership Eligibility. Any business organization or individual interested in supporting the purposes of the Corporation may become a member by filing an application in such form as the Board of Directors shall prescribe, and subject to the payments of such dues as the Board of Directors may establish. Each active member shall be entitled to one vote.
Section 1.04. Resignation. Any member may resign from membership in the Corporation upon giving written notice thereof to the Secretary of the Corporation. Such resignation shall specify the reason thereof and the effective date thereof. Members who resign from membership shall not be entitled to any refund of dues therefore paid.
Section 1.05. Suspension of Voting Privileges. The Board of Directors may, at its discretion, suspend the voting privilege of any member who has been and remains in default of his or her financial obligations to the Corporation for a period of six (6) months or longer.
Section 1.06. Responsibility for Debts. Members of the Corporation shall of no responsibility, as members, for any debts, obligations or liabilities of the Corporation.
ARTICLE II
Meetings of Members
Section 2.01. Annual Meetings. The annual meeting of the members of the Corporation for the election of the Board of Directors and for the transaction of such other business as may properly come before such meeting shall be held in each fiscal year. Failure to hold an annual meeting as herein prescribed shall not affect otherwise valid corporate acts. In the event of such failure, a substitute annual meeting may be called in the same manner as a special meeting.
Section 2.01. Special Meetings. Special meetings of the members may be called at any time by order of the President with the approval of three (3) members of the Executive Committee or by order of one-third (1/3) of the members entitled to vote (who shall give written notice thereof to the Secretary.)
Section 2.03. Date, Time and Place of Meetings. Each meeting of the members shall be held at the place (which may be within or without the State of Connecticut) and on the date and time specified in the notice or waiver of notice thereof.
Section 2.04. Notice of Meetings. Notice of each meeting of the members shall be mailed to each member, addressed to such member’s residence or usual place of business, not less than seven (7) nor more than twenty (20) days before the day on which the meeting is to be held, or sent by facsimile to such address or delivered to such member personally, not later than two (2) days before the day on which the meeting is to be held. Each such notice shall state the purpose or purposes of the meeting, the time and place of such meeting, and by whose order it was called. Notice of any meeting of the members need not be given to any member who shall waive such notice in writing or by telegram or facsimile, whether before or after such meeting, or if such member shall be present at the meeting. No notice need be given of any adjourned meeting.
Section 2.05. Quorum. The presence in person at any meeting of the members of not less than ten percent (10%) of the total number of members entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 2.06. Organization. At each meeting of the members the President of the Board of Directors, or, in the case of the President’s absence, one of the Vice Presidents, or, in the case of his or her absence, a temporary Chairman chosen by the members, shall act as Chairman thereof. The Secretary, or, in the case of the Secretary’s absence, the person whom the Chairman of the meeting shall appoint as Secretary of the meeting, shall act as such.
Section 2.07. Voting. Unless otherwise required by law, each member present shall be entitled to cast one vote on any and all matters which shall come before any such meeting. At each meeting of the members, all matters shall be decided by affirmative vote of the majority of the members present at such meeting in person, except those matters the manner of deciding which is at the time otherwise expressly regulated by law or by any other Section hereof.
ARTICLE III
Board of Directors
Section 3.01. Powers. The activities, affairs and property of the Corporation shall be managed, directed and controlled, and its powers exercised by, the Board of Directors, except as otherwise provided by law or by these Bylaws.
Section 3.02. Number of Directors. A maximum of twenty-five (25) Directors may be elected at any time but at no time shall there be fewer than three (3) Directors.
Section 3.03. Qualification of Directors. All Directors shall be of full age and at least one Director shall be a resident of the State of Connecticut.
Section 3.04. Term of Office. Each Director shall serve for a three (3) year term, except that for the first election held pursuant to these Bylaws, one-third (1/3) of the Directors elected shall be for a one (1) year term, one-third (1/3) of the Directors elected shall be for a two (2) year term and one-third (1/3) of the Directors elected shall be for a three (3) year term in order to facilitate a staggered election of the Board as provided herein. If for any reason the annual meeting of the members shall not be held at the time appointed therefor by these Bylaws or shall be adjourned and the successors to the Directors whose terms shall have expired at the time of such meeting shall not have been elected thereat, the Directors then in office and whose respective successors shall have been duly elected. No Director will serve more than two (2) consecutive three (3) year terms.
Section 3.05. Determination of Directors. The directorships shall be divided into three (3) classes, as nearly equal as possible; so that one-third (1/3) of such directorships are filled each year at each annual meeting of the members except that for the first election held pursuant to these Bylaws, all of the directorships shall be filled in accordance with Section 3.04. Upon the submission of a written petition signed by not less than five (5) members, the election of Directors shall be conducted by a secret ballot.
Section 3.06. Resignation. Any Director or Advisory Board Member may resign at any time by delivering a written resignation to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Section 3.07. Removal. Any Director of Advisory Board Member may be removed at any time, either for or without cause, by a vote of a majority of Directors present at a meeting of the Board of Directors duly called the notice or waiver of notice of which shall have specified the proposed removal.
Section 3.08. Vacancies. Whenever the number of Directors is less than the authorized maximum, the Nominating Committee may nominate and the members may fill any vacancy for a term expiring at the next annual meeting of the members held for the election of Directors. Whenever the number of Directors shall for any reason be less than the minimum authorized number, a successor to fill the vacancy shall be chosen by the members for a term expiring at the next annual meeting of the members held for the election of Directors.
Section 3.09. Annual Meetings. The annual meeting of the Board of Directors for the election of the officers and for the transaction of such other business as may properly come before it shall be held at the place at which the annual meeting of the members shall be held, and shall be held immediately following such meeting. No notice of the annual meeting of the Board of Directors need by given.
Section 3.10. Other Meetings. Regular meetings of the Board of Directors shall be held on such days and at such places as shall be designated by the President, or, in the President’s absence, by one of the Vice Presidents or by the Treasurer. Meetings of the Executive Committee shall be held on such days and at such places as shall be designated by the President or, in the President’s absence, by one of the Vice Presidents or by the Treasurer. Special meetings shall be held at any time when called by order of the President or, in the President’s absence, by one of the Vice Presidents or by the Treasurer, provided that the officer calling the special meeting has the approval of at least three (3) members of the Executive Committee.
Section 3.11. Place of Meetings. Except as provided in Section 3.09 hereof, each meeting of the Board of Directors shall be held at such place (which may be within or without the State of Connecticut) as shall be specified in the notice or waiver of notice thereof.
Section 3.12. Notice. Notice of each meeting of the Board of Directors, other than the annual meeting, shall be mailed to each Director, addressed to such Director at the Director’s residence or usual place of business, not less than seven (7) or more than twenty (20) days before the day on which the meeting is to be held, or given orally or sent by telegram or facsimile to such address or delivered to such Director personally, not later than two (2) days before the day on which the meeting is to be held. Each such notice shall state the purpose or purposes of the meeting, the time and place of such meeting, and by whose order it was called. Notice of any meeting of the Board of Directors need not be given to any Director who shall waive such notice in writing or by telegram, whether before or after such meeting, or if such Director shall be present at the meeting. No notice need be given of any adjourned meeting.
Section 3.13. Quorum. The presence at any meeting of the Board of Directors in person of not less than one-third (1/3) of the number of Directors elected pursuant to these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business; provided, however, that any such quorum shall include the President or one of the Vice Presidents or the Treasurer.
Section 3.14. Organization. At each meeting of the Board of Directors, the President, elected by the Board of Directors at the annual meeting, shall act as Chairman thereof, or, in the case of the President’s absence, a Chairman shall be chosen from among the members of the Board of Directors by a majority of the members thereof present. The Secretary, or, in the case of the Secretary’s absence, the person whom the Chairman of the meeting shall appoint as Secretary of the meeting, shall act as such.
Section 3.15. Voting. At all meetings of the Board of Directors, except as at the time otherwise expressly required by law, by Section 6.05 hereof relating to the removal of officers, or by any other section thereof, all matters shall be decided by the vote of a majority of the Directors present at the meeting. The members of the Board of Directors shall act only as a Board and the individual members thereof shall have no power as such.
Section 3.16. Annual Reports. The Board of Directors shall present at each annual meeting of the members such reports as at the time may be required by law.
Section 3.18. Telephonic Participation in Directors’ Meetings. A director or member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of a conference telephone or similar communication equipment enabling all Directors participating in the meeting to hear one another, and participation in such a meeting shall constitute presence in person at such meeting.
ARTICLE IV
Advisory Board
Section 4.01. Advisory Board. At the discretion of the Board of Directors, there may be elected an Advisory Board, the number of which may from time to time be fixed by the Board of Directors and who shall be presented by the Nomination Committee and elected by the Board of Directors. Advisory Board Members shall not be deemed members of the Corporation, and shall be subject to such limitations and requirements and entitled to such rights as may be determined by the Board of Directors.
Section 4.02. Resignation. Any Advisory Board Member may resign at any time by delivering a written resignation to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Section 4.03. Removal. Any Advisory Board Member may be removed at any time, either for or without cause, by a vote of a majority of Directors present at a meeting of the Board of Directors duly called, the notice or waiver of notice of which shall have specified the proposed removal.
ARTICLE V
Committees
Section 5.01. Executive Committee. There shall be an Executive Committee of the Board of Directors, the membership of which shall not exceed eleven (11) in number and shall consist of the President, the Vice Presidents, the Treasurer, the Secretary, and other members nominated by the President and approved by the Board of Directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors (other than the power to add to, amend or repeal these Bylaws or any other matters limited by specific resolution of the Board of Directors) in all cases in which specific directions shall not have been given by the Board of Directors; provided, however, that no substantive decision of the Executive Committee shall be effective if disapproved by the Board of Directors unless made pursuant to a specific standing resolution of the Board of Directors. The Executive Committee may fix its own rules of procedure, but shall meet at the request of the President or any three (3) members of the Executive Committee. At every meeting, the presence of not less than one-third (1/3) of the Members of the Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business. All matters coming before the Executive Committee shall be decided by the affirmative vote of a majority of Executive Committee members present thereat. The Executive Committee shall have power to fill any vacancy in its own number, but any director so chosen shall serve as a member of the Executive Committee only until the next meeting of the Board of Directors.
Section 5.02. Standing Committees. The Corporation shall have at least five (5) standing committees, which shall be entitled Promotion, Design, Economic Restructuring, Organization and Nominating. All committees shall consist of not less than three (3) members and shall have as chairman a member of the Board of Directors of the Corporation who shall be responsible for directing and coordinating the affairs of the committee. The terms of the committees shall be for one year commencing at the time of the annual membership meeting.
Section 5.03. Nominating Committee. There shall be a Nominating committee, the members of which shall consist of a Chairman appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairman, all of whom shall hold office for such periods as the Board of Directors shall determine. The Nominating Committee shall nominate candidates for offices and directorships by submitting a list of nominees to the membership and the Board of Directors at their annual meetings. The list of nominees shall include those persons whose names were submitted to the membership and the Board of Directors at a time not less than seven (7) days prior to the annual meeting and any other persons whose names were submitted to the Nominating Committee by a written petition signed by no less than ten (10) members or Directors, which petitions shall have been submitted at a time no less than two (2) days prior to the annual meeting. The Nominating Committee shall from time to time present certain Advisory Board Members, the total number of which shall not exceed that established by the Board of Directors.
Section 5.04. Other Committees. The Board of Directors from time to time may determine other committees, boards and councils, with shall have such powers and the members of which shall hold office for such periods as the Board of Directors from time to time may determine. Each committee, board and council shall consist of a Chairman appointed by the President with the approval of the Board of Directors and such other members as are appointed by the President with the approval of said Chairman. The rules of procedure of such committees, boards and councils shall be determined from time to time by the respective committees, boards and councils. Any such committee, board or council may be abolished or any member thereof removed, with or without cause, at any time by the Board of Directors and all such committees shall be subject to these Bylaws, including those provisions dealing with notice of meeting and voting thereof.
ARTICLE VI
Officers
Section 6.01. Titles and Qualifications. The officers of the Corporation shall include a President, a Secretary, and Treasurer and such other officers as may from time to time by appointed by the President with the approval of the Board of Directors. In addition, there shall be one or more Vice Presidents as determined by the President with the approval of the Board of Directors. Any person may hold any two (2) or more offices of the Corporation except no President or Vice Presidents may also hold the office of Secretary.
Section 6.02. Appointment and Term of Office. The President, the Vice Presidents, the Secretary and the Treasurer shall be elected for a term of one (1) year by a vote of the Board of Directors at its annual meeting. No officer shall hold any one office for more than three (3) consecutive years. Upon the admission of a written petition signed by no less than five (5) Directors, the elections by the officers shall be conducted by a secret ballot. Each such officer shall hold office until the close of the annual meeting of the Board of Directors held after such officer’s appointment, or until a successor shall have been elected and shall qualify, or until such officer’s death, resignation or removal.
Section 6.03. Subordinate Officers. The President from time to time may appoint such other officers or agents as the President may deem advisable, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority and perform such duties as the president from time to time may determine. The Board of Directors or the President may delegate to any committee or officer or agent the power to appoint any such subordinate officer or agents, and to prescribe their respective titles, terms of office, authorities and duties.
Section 6.04. Resignations. Any officer may resign at any time by delivering a written resignation to the President, to any of the Vice Presidents or to the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Section 6.05. Removal. Any officer may be removed at any time, either for or without cause, by a vote of a majority of Directors present at a meeting of the Board of Directors duly called, the notice or waiver of notice of which shall have specified the proposed removal.
Section 6.06. Vacancies. Any vacancy in an office may be filled for the unexpired portion of the term by the Board of Directors or, in the case of subordinate officers, by the President or by any committee, officer or agent to whom the power to fill such vacancy has been delegated pursuant to the provisions of Section 6.03 hereof.
Section 6.07. The President. The President shall be the Chief Executive Officer of the Corporation, shall have general supervision over its affairs, and shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to the President from time to time by the Board of Directors.
Section 6.08. The Vice Presidents. The Vice Presidents shall supervise the affairs of the Corporation under the direction of the President and the control of the Board of Directors. They shall have such other powers and duties not inconsistent with these Bylaws as may be assigned to them from time to time by the Board of Directors. In the absence or disability of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order designated by the Board of Directors, or in the absence of any designation in the order of their election) shall perform the duties and exercise the powers of the President.
Section 6.09. The Secretary. The Secretary shall:
(a) be the custodian of all records and documents of the Corporation and of its seal, and shall affix such seal to all instruments when authorized and directed to do so by the Board of Directors;
(b) keep a record which shall contain the names and addresses of the members and Directors of the Corporation and all Advisory Board Members;
(c) keep the minutes of all meetings of the Board of Directors and of the members of the Corporation; and
(d) in general, perform all other duties, not inconsistent with these Bylaws, as are incident to the office of Secretary, or as may be determined from time to time by the Board of Directors or the President.
Section 6.10. The Treasurer. The Treasurer shall have general responsibility for overseeing the financial affairs of the Corporation and, in conjunction with the appropriate members of management, for the selection and general oversight of those employees who shall:
(a) enter or cause to be entered regularly in books of the Corporation or books under the Treasurer’s direction for that purpose a complete and correct account of the Corporation;
(b) render a statement of accounts to the Board of Directors at such times as may be requested; and
(c) exhibit the books of accounts of the Corporation and all securities, vouchers, papers and documents of the Corporation to any member or designee of the Board of Directors upon request.
In addition, the Treasurer shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as are incident to the office of Treasurer or as may be determined from time to time by the Board of Directors or the President.
The Board of Directors may require the Treasurer to give a bond for the faithful discharge of the Treasurer’s duties in such sum and form and with such surety as the Board of Directors may determine. The cost of such bond shall be borne by the Corporation.
ARTICLE VII
Deposits, Checks, Loans, Contracts, Etc.
Section 7.01. Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies or other depositories as the Board of Directors may from time to time determine.
Section 7.02. Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board of Directors may from time to time determine.
Section 7.03. Loans. No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may be general one confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.
Section 7.04. Contracts. The President, a Vice President or the Treasurer, and unless prior approval of the Board of Directors shall exist subject to the approval of the Board of Directors (or the Executive Committee, if appropriate), may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
ARTICLE VIII
Purchase, Sale, Mortgage or Lease of Real Property
Section 8.01. Required Vote. No purchase, sale, mortgage or lease of real property shall be made by the Corporation except upon the affirmative vote of a majority of the number of Directors then in office.
ARTICLE IX
Compensation of Contracts with Directors and Officers
Section 9.01. Compensation of Directors and Officers. No compensation whatsoever, including reimbursement for expenses, shall be paid to any Director for services rendered as a Director. The Board of Directors shall fix the salary or other compensation, if any, of the officers or other agents of the Corporation.
Section 9.02. Contracts with Directors or Officers. No Director or officer of the Corporation shall be interested directly or indirectly, in any contract relating to the operations conducted by the Corporation unless: (a) such contract shall be authorized by a majority of the Board of Directors at a meeting at which the presence of such Director is not necessary to constitute a quorum and the vote of such Director is not necessary for such authorization, (b) the fact and nature of such proposed interest shall have been fully disclosed or known to the members of the board of Directors present at the meeting at which such contract is so authorized; and legal counsel to the Corporation shall have determined that any such proposed interest shall no violate the terms of the Certificate if Incorporation of the Corporation.
Section 9.03. Conflict of Interest. All members of the Board of Directors must upon election to the Board sign the acknowledgment and compliance form agreeing to the established Conflict of Interest Policy of the Corporation as set forth in Exhibit A of these bylaws. Failure to comply with the Policy shall be grounds for removal from the Board of Directors.
ARTICLE X
Indemnification of Directors and Officers
Section 10.01. Indemnification. Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a Director or officer (including the Executive Director) of the Corporation shall be indemnified by it against any and all liability and the reasonable expenses, including attorneys’ fees and disbursements, incurred by such person (or by such person’s heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or officer is liable for negligence or misconduct in the performance of such Directors’ or Officer’s duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer (or such heirs, executors or administrators) may be entitled to apart from this Article X.
ARTICLE XI
Seal
Section 11.01. Seal. The Board of Directors may provide a corporate seal.
ARTICLE XII
Fiscal Year
Section 12.01. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of July of each year.
ARTICLE XIII
Amendment of Bylaws
Section 13.01. Amendment of Bylaws. These bylaws may be amended or repealed and a new bylaw or bylaws may be made by a vote of not less than a majority of the number of Directors then in office given at a Board of Directors meeting, the notice or waiver of notice of which shall have specified or summarized the changes proposed to be made.
ARTICLE XIV
Interpretation of Bylaws
Section 14.01. Interpretation of Bylaws. Anything herein to the contrary notwithstanding, these Bylaws shall not be interpreted to authorize the Corporation, or its Members, Directors or officers, to undertake any activities which (a) would disqualify the Corporation from tax exemption under Section 501 (a) of the 1957 Internal Revenue Code; (b) cause contributions to it to be non-deductible under Section 170(a) of the Code; or (c) in any manner violate the terms of the Certificate of Incorporation of the Corporation.
FIRST TOWN DOWNTOWN
CONFLICT OF INTEREST POLICY
It shall be deemed a conflict of interest if a board member of the Corporation (First Town Downtown), or a member of his/her immediate family, has a relationship with another organization which seeks to do business with the Corporation as a vendor, grant recipient, or otherwise benefit from an action taken by the Corporation.
In order that Board decisions in such instances shall be the product only of board members who are able to meet their unqualified duty to the Corporation, the following procedure shall be followed:
1. The involved Board Member, immediately upon identifying a conflict or having the same called to his/her attention, shall disclose the same to the Board or the Committee of the Board having responsibility for making the decision or recommendation in the particular matter;
2. Unless the remaining Board or Committee members shall unanimously determine that a conflict does not exist, the involved Board member shall avoid any attempt to influence other Board members or Corporate employees, directly or indirectly, pro or con, with regard to the matter and shall absent himself/herself from that portion of any meeting held to discuss and/or vote on such matter.
3. As part of its decision to enter into any matter involving a relationship to which the Corporation is a party, the Board or Committee shall be required to find that the relationship is fair as to the Corporation. A relationship shall be presumed to be fair if it is made in the ordinary course of business at standard prices, or its terms are no less favorable to the Corporation than those offered by the person or organization to third parties.
A failure to comply with the above policy shall be grounds for removal from office of the affected Board member by majority vote of the Board..
EXHIBIT A
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