Bylaws of the Yale Hunger and Homelessness Action Project

Adopted December 9, 2015

Article 1: Purpose

Section 1.1 This organization exists in order to ameliorate the immediate effects of poverty while simultaneously working to eradicate the basic roots of economic inequality. This organization works to accomplish its mission through:

(a) Developing and maintaining regular service projects in response to the changing needs of the New Haven community.

(b) Fostering education and awareness of the issues facing the underprivileged locally, nationally, and internationally through sponsoring such appropriate means as publications, meetings, conferences, and media events.

(c) Serving as an advocate for all those who suffer from the economic and social impacts of poverty.

(d) Striving to establish firm ties with other related organizations in order to more accurately assess and better respond to the evolving needs of the Yale-New Haven community.

Article 2: Members

Section 2.1 Membership: Eligible members of the Hunger and Homelessness Action Project (YHHAP) shall be any undergraduate in Yale College.

Section 2.2 Privileges: The privileges of members shall include those outlined by the Board and include the privilege to submit applications for a position of the Board of their own accord.

Article 3: The Board of Directors

Section 3.1 Governance: The Board shall manage the activities, properties, and affairs of YHHAP. A member of the Board must be an undergraduate in Yale College.

Section 3.2 Numbers: The minimum number of directors constituting a full Board shall be four members.

Section 3.3 Co-Coordinators: Two directors shall be named the co-coordinators of YHHAP by vote of the majority of the Board. The Board will also, by majority vote, appoint one of the co-coordinators as Executive Director of YHHAP. The co-coordinators will perform such roles as outlined by the Board.

Section 3.4 Election and Term of Office: The initial directors shall be named by the outgoing YHHAP coordinators by approval of their applications to the Board. These directors will serve a term of two semesters. At the final meeting of each fall and spring academic semester, the Board, by vote of a majority of the entire Board, shall elect directors to replace those whose terms are expiring to an equivalent term.

Except in the case of resignation or removal under these by-laws, directors shall serve on the Board until the expiration of their terms and the election of the successors. Directors may serve more consecutive terms provided that they will be undergraduates of Yale College for the entirety of their term.

Section 3.5 Removal: The Board, by vote of two-thirds of the entire Board, may remove any director deemed negligent of their duties at any special meeting of the Board called for that purpose.

Section 3.6 Resignation: Any director may resign from the Board at any time by delivering a resignation in writing to the president, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

Section 3.7 Vacancies and Newly Created Directorships: The Board, by vote of a majority of the directors then serving on the Board, may elect directors to fill any newly created directorship and any vacancies on the Board. Except in case of resignation or removal, directors so elected shall serve until the next annual meeting of the Board at which the election of directors is in the regular order of business and until the election of their successors.

Section 3.8 Place and Time of Meeting: A meeting of the Board shall be held each semester at such time and place as shall be fixed by the Board, for the election of directors and officers of the Board and for the transaction of such other business as may properly come before the meeting. Regular meetings of the Board shall be held at such times as determined by the Board. The president or any other officer may call a special meeting at any time and shall specify the time and place of the meeting.

Section 3.9 Notice of Meetings: Notice of the time and place of each regular, special or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be given to each director by electronic mail at least two days before the day on which the meeting is to be held, provided, however that notice of special meetings to discuss matters requiring prompt action may be given no less than twelve hours before the time at which the meeting is to be held. Notice of a meeting need not be given to any director who attends the meeting without protesting prior to the meeting or at its commencement the lack of notice.

Section 3.10 Quorum and Voting: At all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these bylaws, at any meeting of the Board at which a quorum is present, the vote of a majority of the directors present at the time of the vote shall be the act of the Board. However, the following actions may be taken only if authorized as specified:

1.     The purchase, sale, mortgage, or lease of real property shall be authorized by vote of two-thirds of the entire Board;

2.     The sale, lease, exchange, or other disposition of all, or substantially all, of the assets of the corporation shall be authorized by vote of two- thirds of the entire Board;

3.     An amendment or change of the certificate of incorporation shall be authorized by vote of a majority of the entire Board;

Section 3.11 Action by the Board: Any action required or permitted to be taken by the Board or by any of its committees may be taken without a meeting of the directors if all members of the Board or the committee consent in writing to the adoption of the resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or the committee and electronic consents and files will be deemed sufficient. Moreover, participation of one or more directors by conference telephone or other equipment allowing all persons participating in the meeting to hear each other at the same time shall constitute presence in a meeting.

Article 4: Officers of the Board

 Section 4.1 Officers: The officers of the Board shall be a president, a vice president, a secretary, and a treasurer. The same individual may hold the office of vice president simultaneously with treasurer or secretary. All officers must be members of the Board of directors.

Section 4.2 Election, Term of Office, and Removal: The initial officers shall be named by the outgoing YHHAP coordinators by approval of their applications to their offices. Except in the case of resignation or removal under these bylaws, officers shall continue in office until the expiration of their term and the election of their successor. Each officer shall serve a term of one academic semester, but may be eligible for election to an unlimited number of terms in office so long as they remain a member of the Board and are elected to their office by the outgoing Board. The Board, by vote of a majority of the entire Board may remove any officer with or without cause.

Section 4.3 Resignation: Any officer may resign at any time by delivering written notice to the Corporation. Unless the written notice specifies a later effective date, the resignation shall be effective when the notice is delivered to the Corporation.

Section 4.4 Vacancies: The Board may elect a successor to fill a vacancy in any office, and the person elected shall serve for the remainder of the academic semester and such time as officers would ordinarily be elected.

Section 4.5 Powers and Duties of Officers:

a.     President: The president shall preside at all meetings of the Board and shall keep the Board fully informed about the affairs of the corporation. Unless the Board specifically requires an additional signature, the president shall have the power to sign alone, in the name of the corporation, all checks and all contracts authorized either generally or specifically by the Board. Together with the treasurer, the president shall present to the Board at the annual meeting the report described in Article III, Section 3.8.

b.     Vice President: In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.

c.     Secretary: The Secretary shall keep the minutes of all meetings of the Board, serve or caused to be served all notices of the Corporation, and perform all duties incident to the office of the secretary and any other duties assigned by the Board.

d.     Treasurer: The treasurer shall keep or supervise the keeping of complete and accurate accounts of receipts and disbursements of the corporation and shall deposit all funds of the corporation in the name and to the credit of the corporation in the banks or other depositories chosen by the Board. When requested by the Board, the treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the corporation, and shall perform any other duties assigned by the Board. At the first meeting of the Board, the treasurer, together with the president, shall present a report showing the assets and liabilities of the corporation, the principal changes in assets and liabilities during since the last report, the revenues and receipts of the Corporation, and the expenses and disbursements of the Corporation.

Section 4.6 Compensation: The Corporation shall provide no compensation to members of its Board or to its agents for services rendered. The Board may provide compensation for service rendered by those who are not members of the Board or agents of the corporation as outlined in these bylaws.

Article 5: Committees

Section 5.1 Committees of the Board: The Board, by resolution adopted by a majority of the entire Board, may establish and appoint an executive committee. The president shall appoint the chairperson of the committee. The executive committee so appointed shall consist of three or more directors and others if deemed appropriate. To the extent provided in the resolution establishing it, the executive committee shall have all the authority of the Board. The Board may appoint special committees consisting of one or more directors and others if deemed appropriate. These special committees shall have only the powers specifically delegated to them by the Board.

Section 5.2 Committees of the Corporation: The Board may appoint other committees, including an advisory committee, consisting of directors or others.

Article 6: Contracts, Checks, Bank Accounts, and Investments

 Section 6.1 Contracts, Checks, and Documents: Unless the Board shall specifically require an additional signature, the president shall have the authority to sign alone, in the name of the corporation, all checks and all contracts authorized either generally or specifically by the Board. The Board shall determine who is authorized to sign other documents on the corporation’s behalf. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 6.2 Bank Accounts and Investments: The Board shall select depositories for the funds of the corporation and may hold the corporation’s funds in cash or invest them in whatever real or personal property the Board thinks desirable.

Article 7: Office and Books

 Section 7.1 Office: The office of the corporation shall be at Dwight Hall on Yale’s Old Campus, PO 209008, New Haven, CT 06520 or at another location chosen by the Board.

Section 7.2 Books: There shall be kept at the office of the corporation, or at another location chosen by the Board, correct records of the activities and transactions of the corporation including: a copy of the certificate of incorporation; a copy of these by-laws; all minutes of meetings of the Board; and all records maintained by or under the supervision of the treasurer.

Article 8: Dissolution

Section 8.1 Dissolution: In the event that the Hunger and Homelessness Action Project should dissolve, any remaining assets shall be distributed to Dwight Hall.

Article 9: Amendments

Section 9.1 Amendments: The Board, by vote of the majority of the entire Board, may amend these bylaws, except that a vote of two thirds of the entire Board shall be required for any amendment which increases the quorum requirement or proportion of votes necessary for the transaction of business or any specified item of business.