THE GUILFORD PRESERVATION ALLIANCE
ARTICLES OF INCORPORATION
as amended through March 2011
BE IT KNOWN THAT We, the subscribers, do hereby associate ourselves as a body politic and corporate pursuant to the Nonstock Corporation Act of the State of Connecticut, and the following is our Certificate of Incorporation:
The name of the corporation shall be THE GUILFORD PRESERVATION ALLIANCE, INCORPORATED.
The corporation shall be located in the Town of Guilford, Connecticut.
Recognizing that Guilford has an outstanding architectural and environmental heritage that is worth every effort to preserve, both for ourselves and for those who come after us;
Recognizing also that since the 1950s Guilford has been in an acute phase of transition from country village to large town and that the forces of change are now gathering momentum and visible impact; and
Recognizing that this process is occurring in a piecemeal and unobtrusive way rather than in the sweeping and dramatic blitzes of the big cities—there are no cataclysms here, no “enemy” to focus and publicize the issues—here the only enemy is lack of public awareness;
Recognizing all this, our aim is to form an alliance of the many individuals and organizations who are presently concerned and who believe that the forces of change can and should be directed to preserve rather than to destroy the present quality of the town.
This alliance would emphasize preservation as an affirmative and constructive force, rather than the merely obstructive one it has often seemed to be in the past. It would also treat preservation in the broadest terms, beamed not simply at our earliest historic architecture but at all periods and at all types of building and at all sites that play their varied parts in the visual scene. It is the balance of old and new, the diversity of uses, and the assimilation of ongoing growth that has created the town we prize today.
Accordingly, the purposes for which the corporation is constituted are to preserve and protect the built and natural heritage of the town of Guilford, by educational programs, by joint public action to mobilize the community, and by whatever lawful means may be determined by the Board of Directors which are permitted under Section 501 (c) (3) and Section 501 (h) of the Internal Revenue Code, and which are also permitted by Chapter 600 of the General Statutes of the State of Connecticut, each as now in force or hereafter amended. Conversely, any activity or purpose which is prohibited exempt organizations under said Section 501 (c) (3), or is permitted only to a limited extent under said Section 501 (h), shall be deemed to be invalid and unauthorized if engaged in, or if engaged in beyond such limited extent, by the corporation; and any activity or purpose prohibited corporations organized pursuant to said Chapter 600 shall be deemed invalid and unauthorized if engaged in by the corporation.
The corporation shall have one class of members. Membership shall be open to all persons interested in the activities and purposes of the corporation. The members of the corporation shall be those persons who have paid the membership dues prescribed by the Board of Directors. On the receipt of such dues, the Treasurer shall appoint the paying person to membership; and each person so appointed shall be admitted to membership for the period covered by the dues without further action on his, her, or its part or on the part of the corporation. At meetings of the members when a vote is called to amend these by-laws, each member shall be entitled to one vote.
No part of the corporation’s income shall be distributable to its members, directors, or officers. The corporation shall not have or issue shares of stock or pay dividends. No officer, director, member, or employee of the corporation shall receive any pecuniary profit from its operations except reasonable compensation provided in a written contract with the corporation for services in effecting one or more of its activities or purposes.
The personal liability of a director to the corporation or its members for monetary damages shall be limited pursuant to the provisions of Connecticut General Statutes Section 33-427 (c) (2).
Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
THE GUILFORD PRESERVATION ALLIANCE BY-LAWS
as amended through March 2011
ARTICLE I: Name and Purpose.
The name of this corporation shall be The Guilford Preservation Alliance, Incorporated. Its purpose shall be to preserve and protect the built and natural heritage of the Town of Guilford, Connecticut.
ARTICLE II: Members.
The corporation shall have one class of non-voting members, except that members shall be entitled to vote on any proposed amendment to these by-laws under Article X. Membership shall be open to all persons interested in the activities and purposes of the corporation. The members of the corporation shall be those persons who have paid the membership dues prescribed by the Board of Directors. On the receipt of such dues, the Treasurer or Assistant Treasurer shall appoint the paying person to membership; and each person so appointed shall be admitted to membership for the period covered by the dues without further action on his, her, or its part or on the part of the corporation. At meetings of the members, each member shall be entitled to one vote.
ARTICLE III: Meetings of Members.
Section 1. Regular meetings of the members shall be held if, and at such times and places as, the Board of Directors determines.
Section 2. The annual meeting of the members shall be held in Guilford, Connecticut in the spring of each year on a date, and at a time and place, determined by the Board of Directors.
Section 3. Special meetings of the members may be called by the President or the Board of Directors, and shall be called by the President upon written application of at least ten members. The president of the Board of Directors, in calling a special meeting, shall determine the date, time, and place thereof. A written application shall state the purpose of the special meeting applied for; and the notice of every special meeting shall state the purpose thereof.
Section 4. A written notice of each meeting of the members shall be given to each member at least ten days prior to the meeting by leaving such notice with such member at his, her, or its residence or usual place of business or by mailing such notice, postage prepaid, addressed to such member at his, her, or its last known post office address as it appears on the records of the corporation, or by email to the email address on file in the records of the corporation.
Section 5. The members present and voting at any meeting to consider amending the by-laws shall constitute a quorum for the transaction of business.
ARTICLE IV: Board of Directors.
Section 1. The activities, properties, and affairs of the corporation shall be managed by the Board of Directors, consisting of at least twelve but not more than twenty-five members of the corporation. The directors at each annual meeting of the Board of Directors shall elect enough directors to constitute approximately one-third of the total number of directors, each to serve for a term of three years. Except as provided in Section 4 of this article, upon completion of three consecutive full terms as a director, no person shall be eligible for reelection until one year has elapsed after he or she leaves office as a director. For purposes of determining eligibility for reelection, a director who has served more than half of a term shall be deemed to have served a full term.
Section 2. There shall be regular meetings of the Board of Directors, as determined by it, and such special meetings as may be called by the President or requested of the President by written application of any five directors.
Section 3. Directors who are absent from either (i) three consecutive regularly scheduled meetings of the board, or (ii) who miss a majority of regularly scheduled meetings of the board during any twelve-month period shall automatically be dropped from membership on the Board of Directors. For the purpose of this section, a director shall not be deemed to be absent from any meeting provided his absence has been excused in advance by the President or, in the absence of the President, the person who presides at the meeting.
Section 4. Upon recommendation by the Nominating Committee based on special needs or circumstances, the Board of Directors, at any regular, special, or annual meeting, may vote to permit a director to serve one additional three-year term.
Section 5. The majority of directors then serving shall constitute a quorum for the transaction of business.
Section 6. Neither the Board of Directors, nor any of its members individually, shall be liable for the negligent acts or omissions of any employee, agent, or representative selected with reasonable care, nor for anything the board may do or refrain from doing in good faith, including errors in judgment, acts done or committed on advice of counsel, or mistakes of fact or law. The liability of a director to the corporation or its members for monetary damages shall be limited pursuant to the provisions of Connecticut General Statutes Section 330427 (c) (2).
ARTICLE V: Officers.
Section 1. The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and an Assistant Treasurer. At each annual meeting of the Board of Directors, the directors shall elect officers from among the directors, each of whom will serve until the next succeeding annual meeting of the Board of Directors and until his or her successor has been elected.
Section 2. The President shall preside at meetings of the members and the Board of Directors and shall have the powers and duties generally pertaining to this office.
Section 3. The President, or if he fails to do so then the Executive Committee, shall designate the Vice President to exercise the powers and duties of the President in the event of the absence or inability of the President to serve. The President shall assign to the Vice President such additional duties and activities as the President or the Executive Committee may determine.
Section 4. The Secretary shall have custody of the records of the corporation and shall have the powers and duties generally pertaining to this office.
Section 5. The Treasurer shall have custody of, and be responsible for, all funds and securities of the corporation, and shall have the powers and duties generally pertaining to this office, including but not limited to the following:
A. The Treasurer shall keep a full and accurate account of assets, liabilities, receipts and disbursements, and all other transactions of the corporation, in books belonging to the corporation; and shall render to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions and of the financial condition of the corporation.
B. The Treasurer or, if so designated, the Assistant Treasurer shall be responsible for depositing all moneys in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors, and shall be responsible for disbursing the funds of the corporation in accordance with the directions of the Board of Directors.
C. The Treasurer, or if he fails to do so then the Executive Committee, shall designate the Assistant Treasurer to exercise the powers and duties of the Treasurer in the event of the absence or the inability of the Treasurer to serve.
ARTICLE VI: Committees.
Section 1. There shall be an Executive Committee consisting of the five officers of the corporation, the Chairman of the Trustees of the Guilford Preservation Alliance Trust Fund for Historic Preservation, plus additional directors appointed by the Board of Directors, on the recommendation of the President.
Section 2. The President shall serve as the Chairman of the Executive Committee, which shall meet at the call of the President. The Executive Committee may exercise all powers of the Board of Directors between meetings of the Board. The President may invite any other member of the Board of Directors, or any consultant to the corporation, to attend any meeting of the Executive Committee, and any such person shall have a voice but no vote. Minutes of Executive Committee meetings shall be made available to members of the Board of Directors in a timely manner.
Section 3. There shall be a Nominating Committee, consisting of not more than five members, one of whom shall be the President, appointed by the Executive Committee, which shall present a slate of officers and directors for election at the annual meeting of the members. The slate shall be sent to the directors with the notice of the annual meeting.
Section 4. The Board of Directors may authorize the President to appoint such other committees of members of the corporation as it may find necessary or convenient.
ARTICLE VII: Commissions.
Section 1. Commissions may be established from time to time by the Board of Directors to accomplish specific objectives of the Alliance. Commissions shall be directed in accordance with guidelines defining their purposes and powers as developed and adopted by the Board of Directors. Commissioners need not be members of the Alliance.
Section 2. The Chairman of any active commission shall be a member of the Executive Committee of the Alliance.
ARTICLE VIII: Vacancies.
Vacancies in the office of any director or officer may be filled by the Board of Directors for the unexpired term. Director vacancies shall be filled expeditiously in the event the number falls below fifteen.
ARTICLE IX: Fiscal Year.
The fiscal year of the corporation shall begin on February 1 and end on January 31.
ARTICLE X: By-laws.
These by-laws may be altered, amended, or repealed by the affirmative vote of a majority of the members present and voting at any annual, regular or special meeting of the members, provided that the notice of the proposed change is given in the notice of the meeting.