Hands on Hartford Inc.

“The organization has amended their bylaws. Amended and restated bylaws of hands on hartford, inc. (a connecticut corporation) adopted by hands on hartford's board of directors on august 21, 2014 article i general section 1.1: purpose these amended and restated bylaws (the "amended and restated bylaws") are intended to supplement and implement provisions of the amended and restated certificate of incorporation (the "amended and restated certificate") in regard to the regulation of the affairs of this corporation in accordance with the purposes set forth in the amended and restated certificate. Section 1.2: name the name of this corporation is hands on hartford, inc. (herein called the "corporation" or "hands on hartford"). The corporation shall be governed by the connecticut revised nonstock corporation act, chapter 602 of the connecticut general statutes (as the same may hereafter be revised or replaced, herein called the "nonstock act"). Section 1.3: offices the registered office of the corporation shall be at such place in the state of connecticut as the board of directors of the corporation (herein called the "board" or "directors") shall from time to time designate. Section 1.4: mission statement hands on hartford, in partnership with others, strengthens community in hartford by responding faithfully to people in need through programs that change lives and renew human possibility. Section 1.5: effective date the date on which the certificate of amendment of the certificate of incorporation containing the amended and restated certificate is filed by the secretary of the state of the state of connecticut shall be the date on which these amended and restated bylaws become effective and operative (the "effective date"). Article ii no members section 2.1: members the corporation shall not have any members. The corporation shall operate under the management of its board of directors. Article iii board of directors, election, meetings, etc. Section 3.1: authority all corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the corporation shall be managed by or under the direction of the board. Section 3.2: number of directors there shall be not fewer than eleven (11) and not more than nineteen (19) directors. Upon the effective date the actual number of directors within such minimum and maximum shall be as set forth in section 3.3 below, and thereafter shall be prescribed by resolution adopted from time to time by the board. Section 3.3: classes and terms the total number of directors shall be divided into three (3) classes, with each class consisting of one-third of the directors or as close to one-third as is practical. The terms of the directors shall be staggered so that the terms of one such class of directors shall expire at the annual board meeting each year. At each annual board meeting commencing directors shall be elected by the board for a term of three (3) years to succeed the directors in the class whose terms expire at such annual board meeting, except that directors may be elected to shorter terms as necessary to fill vacancies or to place or keep the staggered terms in effect. For purposes of computing the term of office of directors, the full period between consecutive annual board meetings shall be considered one (1) year. Section 3.4: term limits directors may serve no more than two consecutive, three-year terms after which s/he must leave the board for at least one year. Upon the vote of the board, this term limit provision may be waived under the following circumstances: a director's total years of service may be extended by, (a) the number of years s/he served completing the term of a director who left office mid-term, or (b) by two thirds vote of the board of directors. Section 3.5: self -perpetuating the board shall be self-perpetuating in that after the effective date the board elects the directors as set forth above. Section 3.6: resignation of direct”

“Section 3.14: waiver of notice a director may waive any notice required by the nonstock act, the amended and restated certificate or the amended and restated bylaws before or after the date and time stated in the notice. Except as provided in the following sentence, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the arrival of the director, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 3.15: quorum a quorum for the transaction of business at any meeting of the board shall be two-thirds of the total number of the elected directors . Section 3.16: action by the board the act of a majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the board, except as may otherwise be required by law or by the amended and restated certificate or these amended and restated bylaws. Each director must act personally; there shall be no voting by proxy, power of attorney or other delegation method: the following actions shall require the affirmative vote of at least two thirds of the number of directors prescribed pursuant to article iii., section 3.2 of these amended and restated bylaws. (i) fill vacancies on the board or any of its committees, (ii) amend the amended and restated certificate, (iii) adopt, amend or repeal amended and restated bylaws, (iv) approve a plan of merger, (v) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the corporation, other than a mortgage, pledge or other encumbrance described in subdivision (2) of subsection (a) of section 33-1165 of the nonstock act, (vi) approve a proposal to dissolve, (vii) approve the annual budget or (viii) hire or remove the executive director. Section 3.17: action without meeting any action required or permitted by the nonstock act to be taken at a board meeting may be taken without a meeting if the action is taken by all directors. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Section 3.18: telephonic, etc., meeting the board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, such as conference telephone communication, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Article iv officers section 4.1: general the corporation shall have the following officers: a chairperson, a vice chairperson, a treasurer and a secretary. Officers shall be elected by the board at the annual board meeting, or thereafter as the need may arise. Any two (2) or more such offices may be held by the same person except for the offices of chairperson and treasurer. The duties of officers of the corporation shall be such as are prescribed by these bylaws and as may be prescribed by the board. Section 4.2: chairperson the chairperson shall preside at all meetings of the board and shall have such other duties and responsibilities as the board may from time to time prescribe. The chairperson shall be elected from among those persons who are directors at the time of election and sh”

“Section 5.3: other committees and task forces the board of directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the board and shall give advice and make non-binding recommendations to the board. Committee and task force appointments shall last until the next annual board meeting, or the new or renewed appointment of persons by the chairperson or the completion of their task. Section 5.4: executive committee the executive committee shall consist of the officers of the board of directors. The role of the executive committee is to coordinate the work of the board and its committees. The executive committee may only make decisions on behalf of the board of directors on issues requiring action between board meetings or when directed by the board to do so. Any such actions are to be presented for ratification by the board at its next regularly scheduled meeting. Section 5.5: govergovernance committee the governance committee works to improve the overall effectiveness of the board of directors. The board of directors shall appoint a governance committee which shall consist of not fewer than two (2) directors plus other persons as the board shall deem appropriate. The governance committee shall i) schedule and facilitate periodic self-evaluations of the board of directors, ii) make recommendations as appropriate regarding board development, and iii) provide at the annual board meeting nominations for the election of board members, officers of the board and members of the governance committee necessary to fill the vacancies created by expired terms. .. The governance committee shall follow nominating guidelines and procedures as promulgated from time to time by the board of directors. Section 5.7: development committee the development committee of the board, in consultation with the executive director, shall explore, recommend and, upon approval of the board, oversee the implementation of a plan for engaging communities of faith, the nonprofit, business, philanthropic, and public sectors in the work of hands on hartford in a manner that generates financial and non-financial support for the organization. Section 5.8: finance/audit committee the finance/audit committee is responsible for ensuring that hands on hartford's financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the corporation is in good financial health. The treasurer of the board shall be a member of the finance/audit committee. The finance/audit committee shall prepare or cause to be prepared annual financial statements for the corporation in form and substance satisfactory to the board and shall submit such financial statements to the board prior to each annual board meeting. Article vi personnel section 6.1: executive director the board of directors shall appoint an executive director under the supervision of the board of directors, the executive director shall have general charge and direction of the affairs and business of hands on hartford and shall be its managing head in accordance with the corporation's amended and restated certificate and amended and restated bylaws. The executive director may be removed with or without cause by at least three-fourths of the number of directors prescribed pursuant article iii, section 3.2. At a special meeting of the board convened pursuant to the provisions of article iii, section 3.11 hereof. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the executive director. The board of directors shall set salary and salary scale, other benefits, personnel practices, and job description for the executive director. The board shall formally review the job description and performance of the executive director at least annually. Section 6.2: search committee in the event of a res”

“Upon receipt of the tax return the executive director and director of finance and administration review the return for accuracy. Once the review is completed the return is distributed to the finance commitee of the board of directors for review. Once the review is completed the return is distrbuted to the board chairperson for review and signature.”

“The conflict of interest policy is monitored on two levels. The policy is reviewed with the agency's workforce upon hire and there is an on-going review and training of employees who are trained on what to do if a conflict arises. Employees sign a conflict of interest statement. The second level is with the board of directors. Annually each board member signs a conflict of interest statement and any conflicts are resolved by the board chairperson and the executive committee of the board.”

“On an annual basis the board chair circulates an evaluation for the executive director to all board members and the agency's senior staff. The evaluations are reviewed and summarized by the board chairperson and shared with the board of directors. The board of directors evaluates and votes on the compensation to be awarded to the executive director. The board then reviews the evaluation with the executive director.”

“Financial information is available upon request at 330 main street, 3rd floor, hartford ct 06106. The governing documents and conflict of interest policy is also available to anyone who requests them. There is no charge for any of these documents.”

“Repayment of start-up costs -300,000.”