DRAFT ~ SUBJECT TO CHANGE
ENFIELD TOWN COUNCIL
COMMUNITY DEVELOPMENT CORPORATION, INC.
BOARD OF DIRECTORS MEETING
MONDAY, OCTOBER 18, 2010
A meeting of the Community Development Corporation was called to order by President Scott Kaupin in the Enfield Room of the Enfield Town Hall, 820 Enfield Street, Enfield, Connecticut on Monday, October 18, 2010. The meeting was called to order at 5:40 p.m.
ROLL CALL – Present from the Community Development Corporation Board of Directors were Directors Bosco, Crowley, Dumont, Edgar, Kaupin, Keller, Kiner, Lee, Mangini and Nelson. Director Hall entered at 6:41 p.m. Also present were Town Manager, Matthew Coppler; Assistant Town Manager, Daniel Vindigni; Town Clerk, Suzanne Olechnicki; Town Attorney, Kevin Deneen; Director of Community Development, Peter Bryanton and Director of Economic Development, Ray Warren
MINUTES OF PRECEDING MEETINGS
MOTION #010 by Director Nelson, seconded by Director Mangini to accept the minutes of the October 4, 2010 meeting.
Upon a SHOW-OF-HANDS vote being taken, the vote was 9-0-1, with Director Crowley abstaining.
RESOLUTION #011 by Director Mangini, seconded by Director Dumont.
WHEREAS, the Directors of the Enfield Community Development Corporation (ECDC) desires to amend the Corporate Bylaws; and
WHEREAS, the amended Bylaws, among other things, change the ECDC from a Town Council-based organization to a Community-based Organization and expand the organization’s mission to include redevelopment and revitalization activities within Enfield; and
WHEREAS, legal counsel for the ECDC has drafted proposed amended Bylaws;
WHEREAS, the Enfield Town Council has expressed its support of the proposed amended Bylaws;
NOW, THEREFORE, BE IT RESOLVED, that the ECDC approves the proposed amended Bylaws.
Present for this discussion were Director of Community Development, Peter Bryanton and Attorney Joseph Fallon.
Director Edgar referred to Article VII, Section 1 on Page 6 and expressed concern about the removal of a Director or Officer of the Corporation with or without cause.
Director Edgar referred to Section 3 under Article VII and noted the sentence isn’t complete, and Mr. Bryanton stated the final words should be “by the Board”.
Director Edgar stated he still has a problem with the Council having no control over this organization. Mr. Bryanton stated this Board has been in existence for about 20 years, and since 1992 hasn’t done anything with the money. He noted this is an alternative.
Director Crowley questioned if there’s a way for this corporation to raise more money as a result of being separate from the Town. Mr. Bryanton responded that’s correct and noted they would be able to raise funds that the Town cannot raise because it’s a municipality.
Referring to Page 3, Article III, Section 1, Director Dumont stated she likes the part that reads, “Membership on the Board shall terminate as to any Member who shall have been absent without cause from three (3) consecutive scheduled meetings of the Board or from five (5) scheduled meetings of the Board in any calendar year.” She noted this will encourage members to attend and participate in these meetings.
Director Kiner agreed with Director Edgar’s concern about Article VII, Section 1 on Page 6 and noted this sounds like someone could be kicked off this Board if they are not liked. He added he also is not in favor of that section.
President Kaupin pointed out the Board of Directors is electing its members, therefore, it’s not a democracy, but rather it’s a business.
Director Lee questioned if this new group will be a 501C3, and Mr. Bryanton responded that’s correct. Director Lee questioned if this group will be required to file their annual IRS forms, annual State Department of Revenue Services forms, and Secretary of State form, and Mr. Bryanton responded that’s correct. Director Lee stated his understanding there’s going to be a measure of public record that would follow this organization. Mr. Bryanton stated that’s correct.
Director Edgar stated his belief that if a person is removed from this Board, they could come back and litigate if it’s believed there’s a case. Mr. Bryanton stated this would be a corporation separate from the Town, therefore, the Town won’t be at risk.
Attorney Fallon stated his understanding if there’s going to be any funding, these choices will have to be made. He noted the current money is just sitting there, and it will revert back to the State of Connecticut, and there will be no development at all. He pointed out the people that join this Board of Directors have a duty to do the right thing.
Director Mangini stated the purpose is to encourage development. She noted the Town has had difficulties trying to maintain this structure, and they haven’t been successful. She stated her belief this is their best avenue to get out there and make some positive changes.
President Kaupin stated he support this. He stated his belief they need to make this change so that this corporation has the ability to actually do some revitalization and development work throughout Enfield. He noted there are stopgaps included in case the Board of Directors “goes rogue”. He pointed out there are liaisons appointed by the Manager and the Mayor, and it’s staffed by Development Services.
Upon a ROLL-CALL vote being taken, President Kaupin declared RESOLUTION #011adopted 10-1-0, with Director Edgar voting against the resolution.
RESOLUTION #012 by Director Hall, seconded by Director Mangini.
WHEREAS, the Enfield Community Development Corporation (ECDC) has amended its Corporate Bylaws; and
WHEREAS, the ECDC has recruited four (4) individuals to serve on the Board of Directors;
WHEREAS, these four (4) individuals will recruit additional members in order to comply with the corporate bylaws;
THEREFORE, BE IT RESOLVED, that the ECDC approves the appointment of the new Board of Directors
President Kaupin stated the following are on the Board of Directors:
1 Conlin Drive
155 Pearl Street
12 Eastgate Lane
18 Debbie Lane
Upon a ROLL-CALL vote being taken, President Kaupin declared RESOLUTION #012 adopted 10-1-0, with Director Edgar voting against.
MOTION #013 by Director Mangini, seconded by Director Hall to adjourn.
Upon a SHOW-OF-HANDS vote being taken, President Kaupin declared MOTION #013 adopted 11-0-0, and the meeting stood adjourned at 6:02 p.m.