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Helping today ...... Shaping tomorrow. |
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Articles1. Name2. Purpose3. Offices4. Board of Directors5. Membership of the Board6. Duties and Powers7. Committees of The Board of Directors8. Meetings9. Officers10. Corporate Records11. Miscellaneous Provisions12. Amendment of Bylaws13. Executive Director14. Irrevocable Dedication; Dissolution and ReversionTHE BYLAWS OF THE HOCKESSIN PLANNING PARTNERSHIP, INC. Section 1.01. Name. The name of this corporation shall be The Hockessin Planning Partnership, Inc. hereinafter referred to as "the Corporation." Section 2.01. Purposes. The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the Delaware General Corporation Law; provided, however, that the Corporation shall be operated exclusively for charitable purposes and shall work to develop and implement strategies that will increase the economic vitality of the Hockessin community, enhance Hockessin’s reputation as an attractive and desirable place to live, and build on Hockessin’s unique history and character to strengthen its role as an area of cultural and social activity. Section 3.01. Registered Office. The address of the Corporation's registered office in Delaware is included in the Corporation's articles of incorporation. Section 3.02. Other Offices. The Corporation may also have offices at such other places as the Board of Directors of the Corporation may from time to time appoint or the business of the Corporation may require. Article IV - Board of Directors Section 4.01. Definition. The business and affairs of the Corporation shall be governed and controlled by the Board of Directors, hereinafter sometimes referred to as "the Board." The members of the Board, ex officio, shall be the members of the Corporation as that term is set forth in the Certificate of Incorporation and the Delaware General Corporation Law. A Director shall be a member of the Corporation for only so long as such Director serves as a Director under these Bylaws. Section 5.01. Voting Members. (a) The Board shall consist of not less than twelve (12) nor more than sixteen (16) members, four of whom shall be the then current President, Chairperson or Designee of the Hockessin Business Owners Association, the Greater Hockessin Area Development Association, the Hockessin Village Design Review Advisory Committee (HVDRAC) and one member selected from the list of all community organizations in the greater Hockessin area (collectively, the “Hockessin Organization Directors”). At their first annual meeting, the members shall elect, other than the Hockessin Organization Directors, up to four directors for a term of one year, four directors for a term of two years and four directors for a term of three years, and at each annual meeting thereafter, the members shall elect directors whose terms have expired for a term of three years. (b) The Board may include a President, a Vice President, and a Chairperson who shall be elected by a majority of the members of the Board. The terms of the President, Vice President, and Chairperson shall be for a period of two years from the date elected by the Board. Nothing in these Bylaws, except Board term limits, shall be construed as preventing any President, Vice President, or Chairperson from succeeding him or herself. Section 5.02. Election of The Board of Directors. (a) The Nominating Committee will nominate, for Board approval, persons considered qualified for service as non-Hockessin Organization Director member of the Board. Any person so nominated shall be approved by a majority of the members of the Board. Nothing in these Bylaws shall be construed to prevent any member of the Board from succeeding him or herself. (b) If a vacancy shall occur due to the resignation, inability of a non-Hockessin Organization Director member to perform his or her duties or removal of such member, the position shall be filled by an individual nominated by the Nominating Committee and approved by a majority vote of the members of the Board. Such individual shall serve for the remaining term of the member who is being replaced. Section 5.03. Term. Following the expiration of the terms of the initial non-Hockessin Organization Director members of the Board, such non-Hockessin Organization Director members of the Board shall serve terms of three years each. The term of each Hockessin Organization Director member of the Board expires upon the election or appointment of his or her successor as President of his or her organization. Section 5.04. Advisory Members. Advisory members of the Board are entitled to be invited to all meetings, and shall have the privilege of voice, but not of vote, may be designated, nominated and approved by the Board as the Board deems necessary and appropriate. Section 5.05. Removal of Members. Any non-Hockessin Organization Director member having two consecutive or non-consecutive unexcused absences from regular meetings of the Board within a calendar year shall be removed from membership. The Board, in its sole discretion, shall determine whether an absence is excused or unexcused. Article VI - Duties and Powers Section 6.01. General Powers. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, or by the Articles of Incorporation or by these Bylaws, directed or required to be exercised and done by the members. Without limiting the generality of the foregoing, the powers of the Board shall include the power to authorize increases in the Corporation's indebtedness and to mortgage and pledge its assets. Section 6.02. Informal Action by the Board. Notwithstanding anything to the contrary contained in these Bylaws, any action which may be taken at a meeting of the members of the Board, if any, may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the members of the Board, as the case may be, and shall be filed with the Secretary of the Board. Article VII - Committees of The Board of Directors Section 7.01. Executive Committee. The President, Vice President, Secretary, and Treasurer of the Board, if any, and two other members of the Board appointed by the President shall serve as the Executive Committee of the Board. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation between meetings of the Board of Directors; provided, however, that the Executive Committee shall not have any power or authority with respect to amending the Certificate of Incorporation; adopting an agreement of merger, consolidation, or dissolution of the Corporation; or amending these bylaws. Section 7.02. A Nominating Committee, which shall nominate and recommend to the Board of Directors individuals for election as directors and officers of the corporation, shall be appointed by the President and approved by the Board of Directors. Section 7.03. Committees. Other committees may be created as needs require. Section 8.01. Annual Meeting. The annual meeting of the Board shall be held at the date, time and place determined by the Board but no more than 13 months since the last Board Meeting. Officers shall be elected at this meeting and shall take office following adjournment. Section 8.02. Regular Meetings. In addition to the annual meeting, the Board shall hold meetings no less than quarterly at such dates and times as the Board shall determine. Robert’s Rules of Order, Revised, shall govern the meetings of the Corporation in all cases not covered by these By-laws. Section 8.03. Special Meetings. Special meetings of the Board may be held at the call of the President. Special meetings shall be called at the request of a majority of the Executive Committee. Special meetings shall also be called when three or more members of the Board petition the President for such a meeting. Section 8.04. Notice of Meeting. Written or electronically created notice shall be given to each voting member of the Board at his or her usual place of business and/or residence at least ten days in advance of each annual or regular meeting. Notice of any special meeting shall be given as set forth herein at least two weeks in advance of such special meeting whenever practicable. Section 8.05. Quorum. Forty percent (40%) [Seven] of the voting members of the Board currently serving terms shall constitute a quorum for the transaction of business at any regular meeting of the Board. If at any meeting there shall be less than a quorum, a majority of those present may recess the meeting to another time and/or place. Section 8.06. Majority. Except as specifically required by the Board or these Bylaws, a simple majority of those voting on any question shall be required to carry or defeat a motion or proposed action, provided that a quorum is achieved. Section 8.07. Open Meetings. All Annual, Regular and Special Meetings of the Board shall be open to the general public to attend and observe. Public Notice of meetings shall be distributed at least one week in advance via posting on the Partnership’s Web page and/or the local newspaper. Public comment shall be permitted at the discretion of the President. The Board may, in its discretion, vote to enter into an executive session, solely for the purposes of considering confidential, sensitive or non-public information included in or regarding Finance Committee reports or financial issues, personnel or employee issues, litigation or legal issues, and/or Land Use and Development Committee reports or issues. All executive sessions shall be closed to the public, but minutes reflecting non-confidential information relating to any action taken by the Board in executive session shall be prepared in the normal course and shall be made available for public inspection. Section 9.01. President; Powers and Duties. The President shall be the senior officer of the Corporation and shall have such powers and duties as the Board may prescribe. He or she shall have general charge and supervision of the business of the Corporation and shall exercise or perform all the powers and duties usually incident to the Office of President. The President shall from time to time make or cause to be made such reports of the affairs of the Corporation as the Board may require. The President shall be a member of the Executive Committee and of every other committee appointed by the Board. Section 9.02. Vice President; Powers and Duties. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; and if there be more than one Vice President, their seniority in performing such duties and exercising such powers shall be determined by the Board or, in default of such determination, by the order in which they were first elected. Each Vice President also shall have such powers and perform such duties as may be assigned to him or her by the Board. Each Vice President shall be a member of the Executive Committee. Section 9.03. Secretary; Powers and Duties. The Secretary shall be a member of the Board of Directors and shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes and minutes thereof in books to be kept for that purpose; and shall perform like duties for the Executive Committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board, and shall perform such other duties as may be prescribed by the Board or by the President. The Secretary shall keep in safe custody the corporate seal of the Corporation, and may affix the same to any instrument requiring it and attest the same. The Secretary shall be a member of the Executive Committee. Section 9.04. Treasurer; Powers and Duties. The Treasurer shall be the chief financial officer and shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Corporation in such depositary or depositories as may be designated by the Board, subject to disbursement or disposition upon orders signed in such manner as the Board shall prescribe. The Treasurer shall render to the President, at the regular meetings of the Board or whenever the President or the Board may require it, an account of all his or her transactions as Treasurer and of the results of operations and financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as may be satisfactory to the board for the faithful discharge of the duties of his or her office, and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, records, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer shall be a member of the Executive Committee. Section 9.05. Delegation of Officer's Duties. Any officer may delegate duties to his or her assistant (if any) appointed by the Board; and in case of the absence of any officer or assistant officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate or authorize the delegation of such officer’s powers or duties, for the time being, to any person. Section 9.06. Election of Officers. The officers of the Corporation shall be elected to two year terms by the Board. Nominations for each office shall be made by the Nomination Committee or by any member of the Board, and such nominee may, but need not be, a member of the Corporation. Each nominee shall serve in such office upon election by a majority of the members of the Board. Section 9.07. Removal of Officers. The Board, upon majority vote of its members, may remove any or all of the officers, with or without cause. Section 10.01. Corporate Records. The Corporation shall keep at its registered office in this State or at its principal place of business wherever situated an original or duplicate record of the proceedings of the directors and the original or copy of its Bylaws, including all amendments and alterations thereto to date, and a register, giving the names and addresses of the members of the Board. The Corporation shall also keep complete and accurate books or records of account. Section 10.02. Right of Inspection. Every member of the Board shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, one reasonably related to the interest of such person as a member of the Board, books and records of accounts, and records of the proceedings of the directors, and to make copies or extracts there from. Section 10.03. Execution of Written Instruments. All contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, may be executed by the President and attested by any other officer of the Corporation. All checks, notes, drafts and orders for the payment of money shall be signed by such one or more officers or agents as the Board may from time to time designate. Article XI - Miscellaneous Provisions Section 11.01. Transactions with Board Members and Officers. Without limiting the provisions of applicable law, no contract or transaction between the Corporation and one or more of its Board, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its Board, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Board member is present at or participates in the meeting of the Board which authorizes the contract or transaction, if the material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Board members even though the disinterested members are less than a quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction specified in this section. Section 11.02. Indemnification of The Board and Officers. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the Corporation) by reason of the fact that he or she is or was a Board member or officer, or is or was serving at the specific and written request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Section 11.03. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year. Section 11.04. Contributions to Political Campaigns. The Corporation shall not engage in contributing money or donations to any political campaigns. Article XII - Amendment of Bylaws Section 12.91. Amendments. These Bylaws may be altered, modified, amended, supplemented or repealed by a two-thirds majority vote of the members of the Board at any regular or special meeting of the Board, duly convened after a 15 day notice to the Board members for that purpose; or by unanimous written consent or consents of all of the Board members, without a meeting. Article XIII - Executive Director Section 13.01. The corporation may employ an individual as the corporation's Executive Director upon such terms and conditions, including salary, benefits, reimbursement or expenses, and grants of or restrictions upon authority, as may be determined from time to time by the Board of Directors. The Executive Director shall, in general, be responsible for the management of the corporation's office and its day-to-day affairs, oversight of the corporation's ordinary financial affairs and attendance at the Board of Directors and the Executive Committee. The Executive Director shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors. Article XIV - Irrevocable Dedication; Dissolution and Reversion Section 14.01. Irrevocable Dedication. The Corporation is not organized, nor shall be operated, for a pecuniary gain or profit. The property, assets, profits and net income of the Corporation are irrevocably dedicated to charitable purposes, and no part of the profits or net income shall inure to the benefit of any officer or member thereof. Section 14.02. Dissolution. Should the Corporation cease to act and be dissolved, its property and assets then remaining shall be paid over to and become the property of a charitable organization designated by the Board. Adopted by the Board of Directors of The Hockessin Planning Partnership, Inc. this 25 day of June, 2007.
Attest:______________________________
Title:_______________________________
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This site was last updated 09/24/07
