Bylaws of the Housing Authority of the Town of West Hartford

Article I – The Authority

Section 1. Name of Authority

The name of the Authority shall be the “Housing Authority of the Town of West Hartford.”

Section 2. Seal of the Authority

The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization, and the word “Connecticut.”

Section 3. Office of Authority

The office of the Authority shall be located within the Town of West Hartford, Connecticut, and shall be designated by, and may from time to time be changed by, resolution adopted at any regular or special meeting of the Authority.

Section 4. Composition of Authority

The Authority shall consist of five (5) Commissioners and an Executive Director.  The powers of the Authority shall be vested in the Commissioners in office from time to time.

Article II – Commissioners

Section 1. Appointment

The Commissioners shall be appointed by the Town Council of the Town of West Hartford.

Section 2. Term

The term of each Commissioner shall be five (5) years, except that initially four of the five Commissioners shall be appointed for terms of one (1), two (2), three (3), and four (4) years, so that the term of one Commissioner will expire each year. One Commissioner shall be a resident/participant in a Housing Authority program.

Section 3. Duties

The Commissioners shall perform such duties as are incumbent upon them by reason of their election to any office, and shall perform such other duties and functions as may from time to time be required by the Authority or by the By-Laws, or which may arise by reason of their appointment to serve on committees functioning within the Authority or in cooperation with persons or groups outside the Authority.

Section 4. Compensation

The Commissioners shall serve without compensation other than the payment of necessary expenses as approved by the Authority

Article III – Officers and Employees of the Authority

Section 1. Officers

The Commissioners shall elect a Chairperson, Vice-Chairperson and a Secretary and may, from time to time, elect a Treasurer, Assistant Treasurer and Assistant Secretary.  Each Officer, other than the Secretary, shall be a Commissioner.

Section 2. Selection of Officers

Sub-Section (a) Commissioners – The Officers shall be elected at the annual meeting of the Authority and each shall hold office for one year, or until a successor is elected and qualified.

Sub-Section (b) Executive Director – The Commissioners shall appoint one person to fill the office of Executive Director for such term and for such compensation as they may fix.

Section 3. Vacancies

Sub-Section (a) Commissioners – In the event of a vacancy occurring in the Commission membership prior to the normal expiration date of a term, the Town Council of the Town of West Hartford shall appoint a replacement who shall serve for the remaining portion of the vacated term.

Sub-Section (b) Executive Director – In the event of a vacancy occurring in the office of Executive Director, the Commission may designate one of its members to serve in such capacity on a pro tempore basis until such time as a replacement is appointed.

Section 4. Duties of Officers

Sub-Section (a) Chairperson – The Chairperson shall preside at all meetings of the Authority.  Except as otherwise authorized by resolution of the Authority, the Chairperson shall sign all contracts, deeds, and other instruments made by the Authority.  At each meeting, the Chairperson shall submit such recommendations and information as he/she may consider proper concerning the business affairs and policies of the Authority.

Sub-Section (b) Vice-chairpersonThe Vice-chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson, and in the case of a vacancy in the office of the Chairperson.

Sub-Section (c) Secretary – The Secretary shall record the minutes of all meeting of the Authority and shall perform all other duties normally incident to the office of Secretary.

Sub-section (d) Assistant Secretary – The Assistant Secretary shall perform the duties of the Secretary in the absence or incapacity of the Secretary and in the case of a vacancy in the office of the Secretary.

Sub-Section (e) Treasurer – The Treasurer shall sign all orders and checks for the payment of money and shall pay out and disburse such money under the direction of the Authority, except as otherwise authorized by resolution of the Authority.  The Authority may, by resolution, designate one or more Commissioners to countersign such orders and checks, and from time to time qualify, change, or cancel any such designation.  The Treasurer shall give bond for the faithful performance of his/her duties.

Sub-Section (f) Assistant Treasurer – The Assistant Treasurer shall perform the duties of the Treasurer in the absence or incapacity of the Treasurer, or, in the case of a vacancy in the office of Treasurer, until such vacancy is filled.  The Assistant Treasurer shall give bond for the faithful performance of his/her duties.

Sub-Section (g) Executive Director – The Executive Director shall have general supervision over the administration of the business and affairs of the Authority, subject to the direction of the Authority.  He/She shall be charged with the management of the housing projects of the Authority.  He/She shall have care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select.  He/She shall keep regular books of accounts, showing receipts and expenditures, and shall render to the Authority, at each regular meeting, or oftener when requested, an account of his/her transactions and also the financial condition of the Authority.  He/She shall maintain a record of all matters pertaining to the management of the housing projects of the Authority and shall submit a full report on all such matters at the annual meeting of the Authority.  He/She shall serve as custodian of the Seal of the Authority and shall have power to affix such seal to contracts and instruments authorized to be executed by the Authority.  The Executive Director shall give bond for the faithful performance of his/her duties.

Section 5. Employment of Additional Personnel

The Authority may from time to time employ such additional personnel as it deems necessary for the proper exercise of its powers, duties and functions, as prescribed by the applicable Statutes of the State of Connecticut.  The selection and compensation of such additional personnel shall be determined by the Authority.

Section 6. Committees 

There shall be a Finance Committee of the Board and a Development Committee of the Board which shall be standing committees.  The Board may by resolution from time to time designate other committees and may, in its designation, constitute such additional committees either as standing or ad hoc committees and shall prescribe their duties and function and their membership.  Members of committees of the Board may consist of Commissioners, officers or employees of the Authority or other persons not associated with the Authority, as the Board shall prescribe.

Subsection (a) Finance Committee

The Finance Committee shall be appointed by the Board at each Annual Meeting or at any regular or special meeting of the Board.  The Finance Committee shall consist of at least two Commissioners and the Executive Director, as provided in the appointing resolution, and such resolution shall appoint one of the Commissioners to serve as Chairperson of the Finance Committee.  The Finance Committee shall review and recommend to the Board the approval of the financial statements of the Authority and the audit, recommend to the Board the approval of control and finance procedures of the Authority, and the Finance Committee shall meet with the independent accountants to the Authority (who shall be appointed by the Board) and shall consult with and approve their audit of the financial statements of the Authority for recommendation of the audited financial statements to the Board.  During or following the audit, the Finance Committee shall meet with the independent accountants to review and evaluate such accountants’ recommendations for changes in the audit, control and finance procedures of the Authority.

Subsection (b) Development Committee 

The Development Committee shall be appointed by the Board at each Annual Meeting or at any regular or special meeting of the Board.  The Development Committee shall consist of at least two Commissioners and the Executive Director, as provided in the appointing resolution, and such resolution shall appoint one of the Commissioners to serve as Chairperson of the Development Committee.  The Development Committee shall review and recommend to the Board the approval of proposals of the officers and staff of the Authority for acquisition, disposition, rental, construction, rehabilitation, maintenance and management of the housing developments and facilities of the Authority.

Article IV – Meetings

Section 1. Regular Meetings

Regular meetings shall be held monthly at such time and place as may be designated by the Authority for the transaction of the business of the Authority.

Section 2. Special Meetings

The Chairperson may, when he/she deems it expedient, and shall, upon the written request of two Commissioners, call a special meeting of the Authority for the purpose of transacting any business designated in the call.  The call for a special meeting may either be delivered in hand to any Commissioner, or be mailed to the Commissioner’s home or business address at least three days prior to the date set forth in the call for such meeting.  Only the business designated in the call shall be considered.  The place and time of such special meeting shall be set forth in the call.

Section 3. Annual Meetings

Annual meetings shall be held in the first month of the Authority’s fiscal year for the purposes of electing officers, receiving the annual report of the Executive Director, and for the conduct of such other business as may come before the meeting.  Such meetings shall be held in a place and at a time as may be designated by the Authority.

Section 4. Quorum

Three Commissioners shall constitute a quorum for the purpose of conducting the business of the Authority and exercising its powers, and for all other purposes, but a smaller number may meet and adjourn from time to time until a quorum is obtained.

Section 5. Manner of Voting

All questions coming before any meeting of the Commissioners shall be presented in the form of motions or resolutions.  Questions of substance shall be determined by resolutions, the vote on such resolutions to be by roll call.  All resolutions shall be submitted in written form and shall be entered in full in the Minute Book, with the vote of each Commissioner indicated therein.  All resolutions shall be chronologically numbered on entry.

Section 6. Telephonic Meetings

Instead of being held in the physical presence of all Commissioners participating in any regular or special meeting of the Commissioners, a regular or special meeting may be held by telephone or by any other audio-visual means.   All such meetings shall be conducted in accordance with these requirements:

  1. During any such meeting, each Commissioner participating in the meeting must be able to hear every other Commissioner participating in the meeting.
  2. During any such meeting, a speaker phone or other similar device shall be available at a noticed location which shall be open to the public during the entire time of the meeting, so that members of the public can listen to the discussion of the Commissioners participating in the meeting.
  3. The notice and agenda for any such meeting must satisfy the notice and agenda requirements for regular and special meetings of the Commissioners as described in these Bylaws.
  4. The quorum and voting requirements for any such meeting must satisfy the quorum and voting requirements for regular and special meetings of the Commissioners as described in these Bylaws.
  5. All aspects of any such meeting shall satisfy all other requirements for meetings of public agencies contained in C.G.S. § 1-225 1-225 (a) through (d) and with all other applicable requirements of the State Freedom of Information Act.”

ARTICLE V – Indemnification

Section 1. Commissioners and Officer Indemnified

Except for malfeasance or gross negligence, the Commissioners and the officers of the Authority shall be indemnified to the fullest extent permitted by law.  This indemnity shall continue to apply to any Commissioner or officer during and after his term or service or employment with the Authority, and the benefit of this indemnity shall extend to the heirs and survivors of each indemnitee.  Any indemnitee shall give notice of any claim or proceeding, or any threat of any claim or proceeding, asserting liability of the indemnitee by reason of his acts, omissions, or position as a Commissioner or officer of the Authority.  From the date of such notice, the indemnitee shall be entitled to be represented by counsel to the Authority or, if either the Authority or the indemnitee determines that there might be a conflict of interest in such representation, then by counsel selected by such indemnitee, and, in either case, the Authority shall pay the reasonable legal fees and other expenses of such representation, including reimbursement for payments made by such indemnitee and such retainers and periodic payments of fees and expenses as shall be reasonable and customary in relation to the proceeding in question.  In the event of any judgment or settlement to which, in the case of a settlement, the Authority has consented, the Authority shall pay directly the amount or portion of damages, expenses, fines or other amounts assessed against an indemnitee which are within the indemnity provided herein. However, if a judicial determination has been made and becomes final that one or more indemnities are not entitled to indemnification, then the indemnitee or indemnitees, as the case may be, shall reimburse the Authority for any payments made.  If the Authority directs and assumes full financial responsibility for expenses, bonds and resulting liability, the indemnitee shall file and pursue an appeal against any judgment, fine or liability.  If required by law or by resolution of the Board, the payment of any expenses, damages or other sums indemnified shall be made subject to the undertaking of the claiming indemnitee to reimburse the Authority in full (but without interest) for any sums paid as to which a judicial determination has been made and become final that the indemnitee is not entitled or the Authority is not permitted under law to pay such indemnified expenses.  If any Commissioner shall knowingly fail to comply with the policy of the Authority on conflicts of interest set forth in Section 5.02, then such Commissioner shall not be entitled to indemnification under this Section 5.01 with respect to claims or proceeding asserting liability of such Commissioner for acts, profits or benefits in relation to the conflict of interest which existed in violation of such policy.

Section 2. Conflicts of Interest

In the event that any matter comes before the Board as to which any Commissioner has a conflict of interest, that Commissioner shall disclose such conflict of interest and shall recuse himself from consideration or voting with respect to such matter.  A conflict of interest shall mean any transaction of the Authority, including any acquisition of property, employment of any individual, engagement of any company or individual, in relation to which a Commissioner or any member of the family of a Commissioner (including parents, siblings, spouse or former spouse or children or persons married to such relatives or the children of such relatives) shall be a direct beneficiary.  A direct beneficiary shall mean a person who shall be the subject of employment or contracting party in the transaction in question or shall be an officer, director or principal owner of a company which shall be the contracting party in the transaction in question with the Authority.  A shareholder not active in a company and not having direct or indirect control of such company shall not be considered a principal owner.  If a Commissioner shall disclose a potential conflict of interest, and the remaining Commissioners, following consideration in which the disclosing Commissioner is not present, shall determine by majority vote that a conflict of interest does not exist or shall be waived, then the disclosing Commissioner may participate fully in further consideration and voting on the matter in question.

Article VI – Amendments

Section 1. Amendments to By-Laws

The By-laws of the Authority shall be amended only by resolution adopted by the affirmative vote of at least three Commissioners of the Authority at a regular or special meeting, held after seven day’s notice in writing of the substance of the proposed amendment shall have been sent to each Commissioner.