(adopted as of March 10, 2008)
ARTICLE ONE - GENERAL
1.1 Purpose. These Bylaws supplement and implement certain provisions of the Connecticut Revised Nonstock Corporation Act, as amended from time to time, (the "Act") and the Certificate of Incorporation of this Corporation (the "Corporation").
1.2 Office of Corporation. I he registered office of the Corporation is as stated in its Certificate of Incorporation. The Board of Directors (the "Board") shall have the power to change the location of the registered office in accordance with applicable law, from time to time, and to establish such additional offices as it shall determine in its discretion. Unless determined otherwise by resolution of the Board, the principal office of the Corporation shall be its registered office.
ARTICLE TWO - MEMBERS
2.1 Members. The Corporation shall have one class of members (each a "Member" or collectively the "Members"). A Member shall be an individual or other entity accepted for membership in the Corporation in accordance with the policies and procedures established by the Corporation's Membership Committee.
2.2 Membership Dues. Each Member of the Corporation shall pay dues to the Corporation to support the activities of the Corporation. The amount of membership dues shall be recommended by the Board and shall become effective upon the vote of the Members at a regular or annual meeting. The Board, from time to time, may establish discounted membership dues to those Members who pay the full year's membership dues on or before January 31 st of each year. Dues for any portion of any payment period shall be pro-rated for any partial membership period; however, prepaid dues shall not be refunded to any Member upon termination of membership.
2.3 Voting. Each Member in good standing shall be entitled to one (1) vote. A Member is deemed to be in good standing if: (a) the Member's dues have been paid and are no more than sixty (60) days past due and (b) the Member's membership has not terminated for any other reason, as set forth in Section 2.5 below.
2.4 Roster of Members. The Secretary of the Corporation shall maintain a list of Members' in good standing. The Corporation may issue cards or certificates evidencing membership in the Corporation.
2.5 Termination of Membership. The membership of a Member of the Corporation shall be terminated upon (a) written notice from the Treasurer of the Corporation to a Member that such Member's dues are more than sixty (60) days past due, (b) the Member's death or voluntary withdrawal from the Corporation, (c) the Member's permanent relocation to another geographic area outside the Corporation's service area, (d) the Member's failure to maintain attendance at a minimum of seventy-five percent (75%) of regular meetings for two (2) consecutive quarters or (e) termination of the membership in accordance with such policies and procedures as may be established from time to time by the Membership Committee. Nothing in this Section 2.5 shall prevent a Member from being reinstated upon payment of past-due membership dues, which reinstatement shall be subject to the approval of the Board and evidenced by a letter of reinstatement issued by the President or Treasurer of the Corporation.
2.6 Transfer of Membership. A Member may not voluntarily or involuntarily transfer or assign such Member's membership or any rights arising therefrom.
2.7 Liability of Members. A Member of the Corporation shall not be liable to the Corporation or its creditors, except for the Member's obligation to pay any dues to the Corporation and any special assessment adopted by the affirmative vote of at least two-thirds of the Members. Notwithstanding the foregoing, any Member who receives any distribution of income or assets from the Corporation in violation of the Connecticut Revised Nonstock Corporations Act (the "Act"), Connecticut General Statutes Sections 33-1000 to 33-1291, whether by dividend, in liquidation or otherwise, shall be liable for the amount so received as provided in Section 33-1058 of the Act.
ARTICLE THREE-MEETINGS OF THE MEMBERS
3.1 Regular Meetings. The regular meetings of the Members shall be held on a weekly basis at such time, date and locations as may be determined by the vote or consensus of the Members. At least ten (10) days notice shall be given to the Members of any change in the location and scheduling of the regular meetings.
3.2 Annual Meetings. The annual meeting of the Members of the Corporation shall be held at the first regular meeting in the month of December. At each annual meeting of Members, the Members shall elect the Directors for the following calendar year and may transact such other business as may properly come before the meeting. The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the Corporation's Bylaws does not affect the validity of any corporate action.
3.3 Special Meetings. The Corporation shall hold a special meeting of the Members entitled to vote at the meeting: (1) on the call of the Board or (2) if the holders of at least five (5) percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation's Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If the Secretary shall not, within fifteen (15) days after receipt of such'Member's request, so call such meeting, such Members may call the meeting. Special meetings of Members may be held at the principal office of the Corporation, or at any other location, either within or without the State of Connecticut, as may be determined by the Board. Only business within the purposed or purposes described in the notice of such special meeting may be conducted at a special meeting of the Members.
3.4 Election by Mail. The election of Directors may be conducted by mail; and the vote of Members shall be determined from the total number of Members who actually vote by mail, rather than from the total number of Members entitled so to vote. A ballot signed under this section shall have the same force and effect as a vote of the Membership who signed it at a meeting duly held, and may be stated as such in any certificate or documents filed under the Act.
3.5 Notice of Annual and Special Meeting. (a) Notices. The Corporation shall notify all Members entitled to vote of the date, time and place of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. The Corporation is required to give notice only to Members entitled to vote at the meeting. Notice shall be effective if given by email, hand-delivery, facsimile transmission or first class mail. (b) Purpose of Meeting. Notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless-stated in a written notice of the meeting, no matter, other than the election of Directors at an annual meeting, may be brought up that expressly requires the vote of Members hereunder. (b) Purpose of Meeting. Notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless-stated in a written notice of the meeting, no matter, other than the election of Directors at an annual meeting, may be brought up that expressly requires the vote of Members hereunder. (c) Adjournment. If an annual, regular or special meeting of Members is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. (d) Record Date of Members Entitled to Notice. The record date for determination of which Members in good standing are entitled to vote shall be the close of business on the applicable date determined by as follows: (a) the day before notice is sent or otherwise given to Members of an annual meeting or a special meeting called other than by demand of the requisite number of Members; (b) the day the first Member signs a demand for any special meeting to be held as a result of a such demand; or (c) the day the first Member signs a ballot for the election of Directors without meeting. (e) Members' List for Voting. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all its Members who are entitled to notice of the meeting. The Corporation shall make the Members' list available at the Members' meeting, and any Member entitled to vote at the meeting or such Member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment of the meeting. Refusal or failure to prepare or make available the Members' list does not affect the validity of action taken at the Members' meeting.
3.6 Quorum. A quorum consists of the Members present and entitled to vote on the matter either in person or by proxy. Once a Member is represented for any purpose at a meeting, the Member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
3.7 Voting. Each Member is entitled to onevote on each matter voted on at a meeting of Members. If a quorum exists, action on a matter (other than the election of Directors by mail in accordance with 3.9 below) by the Members entitled to vote thereon is approved if the votes cast by such Members voting favoring the action exceed the votes cast by such Members opposing the action, unless the Certificate of Incorporation requires a greater vote.
3.8 Vote on Amendments to Corporate Documents. The votes required for amendments to the Certificate of Incorporation or these Bylaws shall be in accordance with Article Eight below.
3.9 Vote on Election of Directors. Directors are elected by a majority of the votes cast by the Members entitled to vote in the election at a meeting at which a quorum is present; or if the election of Directors is conducted by mail, Directors are elected by a majority of Members who vote by mail.
3.10 Proxies. A Member entitled to vote may vote in person or by proxy. A Member entitled to vote by proxy may appoint a proxy to vote or otherwise act for the Member by signing an appointment form, either personally or by such Member's attorney-in-fact. An appointment of proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven (11) months unless a ioneer period is expressly provided in the appointment form. An appointment of a proxy is revocable bv the Member The death of incapacity of the Member appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death of incapacity is received by the Secretary or other officer of agent authorized to tabulate votes before the proxy exercises such proxy's authority under the appointment.
ARTICLE FOUR - BOARD OF DIRECTORS
4.1 Authority. The business, property and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all such authority and powers of the Corporation and do all such lawful acts and things permitted by statute, by the Certificate of Incorporation and these Bylaws.
4.2 Number. The Corporation shall have a minimum of five (5) Directors and a maximum of nine (9) Directors. The number of Directorships at any time shall be the number fixed by the resolution of Board.
4.3 Term. Each director shall be elected at the annual meeting of the Members and shall hold office for the ensuing year until the next annual meeting of the Members and until the director's successor shall have been duly elected and shall have qualified, or until the director's death, resignation or removal.
4.4 Removal of Directors. The Members entitled to vote for the election of Directors may remove one or more Directors with or without cause unless the Certificate of Incorporation provides that the Directors may only be removed for cause. A Director may be removed only if the number of votes cast to remove exceeds the number of votes cast not to remove.
4.5 Vacancy. Unless the Certificate of Incorporation provides otherwise, if a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, (1) the Members entitled to vote for Directors may fill the vacancy; (2) the Board may fill the vacancy; or (3) if the Directors remaining in office constitute fewer than the quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
4.6 Committees. (a) Authority of Committees. Any and all provisions in the Certificate of Incorporation, these Bylaws of the Act, which govern meetings, actions without meetings, notice and waiver of notice, quorum and voting requirements of the Board, apply to the Board committees and their members. A committee may exercise any of the authority of the Board delegated to it; except that a committee may not: (1) fill vacancies in the Board of any Board committee; (2) amend the Certificate of Incorporation; (3) adopt, amend or repeal Bylaws; or (4) approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Corporation, other than in the usual and regular course of affairs of the Corporation, or approve a proposal to dissolve the Corporation. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Director with the standards of conduct required by law. (b) Standing Committees. The following standing committees shall be appointed and filled by the vote of the Board of Directors. Each standing committee shall be chaired by a Member of the Corporation. Other members of the committee may but need not be Members of the Corporation. (1) Nominating Committee. This committee shall submit the names of proposed Directors of the Corporation to the Members for their consideration at the annual meetings of the Corporation and shall submit the names of proposed officers to the Board of Directors for its consideration at the annual meeting of the Board of Directors. (2) Membership Committee. This committee shall develop written policies and procedures to be consistently applied to consider applications for membership in the Corporation and standards and shall formulate written standards for determining when a membership in the Corporation should be terminated (based on non-payment of dues, non- attendance or other measurable criteria consistently applied). (c) Other Committees: The Board may at its discretion appoint from among its members such other committees, advisory boards or committees, or honorary directorships, which shall have and may exercise the authority given to them by the resolution appointing them.
4.7 Compensation. No compensation shall be paid to any member of the Board of Directors for his or her services to the Board; provided, except that the Board shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause of the Corporation's Certificate of Incorporation.
4.8 Meetings. The Board shall hold an annual meeting every year after the annual meeting of Members in December. The Board may hold regular meetings and special meetings at such other times as may be determined by the Board. The Board may permit any or all Directors to participate in a meeting by any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
4.9 Notice of Meetings. Unless the Certificate of Incorporation or these Bylaws provide otherwise, regular meetings of the Board may be held without notice of the date, time, place or purpose of the meeting, except that, unless stated in a written notice of meeting, no Bylaw may be brought up to adoption, amendment or repeal. Special meetings of the Board shall require at least two (2) days' advance notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by Certificate of Incorporation or these Bylaws.
4.10 Waiver of Notice. A Director may waive any required notice before or after the date and time stated in the notice. Except as provided below, 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 a meeting waives any required notice to that Director of the meeting, unless the Director at the beginning of the meeting, or promptly upon arrival, 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.
4.11 Quorum and Voting. A quorum of the Board shall consist of a minimum of three (3) Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board unless the Certificate of Incorporation or Bylaws require the vote of a greater number of Directors. A Director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless: (a) the Director objects at the beginning of the meeting, or promptly upon arrival to holding it or transacting business at it; (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the Director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.
4.12 Action Without Meeting. Action required or permitted to be taken at the Board may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken or to be taken, signed by each Director or sent to the President of Secretary of the Corporation from each Director's email address, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the last Director's written consent is received, unless the consent specifies a different effective date. Action by written consent has the effect of a meeting vote and may be described as such in any document.
4.13 General Standards for Directors. A Director is not liable for any action taken as a Director, or any failure to take any action, if the Director performed the duties of office in compliance with this section. A Director shall discharge the Director's duties as a Director, including duties as a member of a committee: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Director reasonably believes to be in the best interests of the Corporation. In discharging a Director's duties, a Director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or (iii) a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director is not acting in good faith if the Director has knowledge concerning the matter in question that makes reliance, otherwise permitted, unwarranted. A Director who votes for or assents to a distribution made in violation of the Act or the Certificate of Incorporation is personally liable to the Corporation for the amount of the distribution that exceeds what could have been distributed without violating said section or the Certificate of Incorporation if it is established that the Director did not perform the Director's duties in compliance with this section.
ARTICLE FIVE - OFFICERS
5.1 Officers. The officers of the corporation shall be a President, Vice President, Treasurer, Secretary and such other officers as the Board of Directors may from time to time elect. Any person may simultaneously hold multiple offices. The Board shall define the powers and duties of all such officers; provided, however, that one of the officers is delegated the responsibility for preparing minutes of the meeting of the Board and the Members and for authenticating records of the Corporation. All such officers shall be subject to the order of the Board and serve at its discretion.
5.2 Election. The officers of the Board shall be elected annually at each annual meeting of the Board of Directors.
5.3. Term of Office. An officer shall hold office for a term of one (1) year and until the officer's successor shall have been duly appointed or until the officer's death, resignation or removal.
5.4 President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board, the President shall oversee all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Board. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, any contract, or other instrument which the Board has authorized unless the execution thereof shall be expressly delegated by the Board or by these Bylaws or applicable law to another officer. In general, the President shall perform all duties incident to the office of president and such other duties as may be assigned by the Board from time to time.
5.5 Vice President. In the absence of the President or in the event of the President's death, 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 as from time to time may be assigned by the President or the Board.
5.6 Secretary. The Secretary shall keep the minutes of the meetings of the Directors, see that all notices are duly give, be custodian of the corporate records and of the seal of the Corporation and maintain any corporate records required by the Act, execute certificates authenticating corporate documents or actions taken by the Directors, any officer or any representative of the Corporation, which shall constitute, as to all persons who rely thereon in good faith, conclusive evidence of such action, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.
5.7 Treasurer. The Treasurer shall be responsible for collecting and managing all funds and securities of the Corporation; and shall deposit all funds and securities in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
5.8 Additional Powers and Duties. In addition to such powers and duties as specified in these Bylaws and by the Board, each officer shall also generally have the authority and be required to fulfill the duties which by law and general usage pertain to the particular office, unless the Board has expressly stated otherwise.
5.9 Standards of Conduct. An officer with discretionary authority shall discharge such authority: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the officer reasonably believes to be in the best interests of the Corporation. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. An officer cannot so rely in good faith if such officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.
5.10 Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board may fill the pending vacancy before the effective date; provided the successor does not take office until the effective date: The Board may remove any officer at any time without cause. An officer's removal does not affect the officer-s conlract rights, if any. with the Corporation. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer.
The Corporation shall indemnify its Directors and officers to the fullest extent permitted by law and the certificate of Incorporation, and the Corporation shall advance the payment of legal expenses to an officer or Director in the defense of any claim for which indemnification may be available to the fullest extent permitted by law and the certificate of Incorporation.
ARTICLE SEVEN - EMERGENCY BYLAWS
If a quorum of the Board cannot be assembled because of some catastrophic event, the following provisions shall supersede any bylaw provision contained herein which is inconsistent therewith. If the President is unavailable to act during or immediately after a catastrophic event, the powers and the duties of the President may be assumed by the following officers in succession based upon availability: the Vice President; the Treasurer; the Secretary; or the first available member of the Board going in order of seniority; provided that such person acts as soon as events permit, to call a special meeting of Directors. At least four (4) hours advance notice of such an emergency meeting shall be given to all Directors whom it is practical to reach by any practicable means, including publication and radio. If a regular quorum cannot be assembled non-director officers, in the order of succession set forth above, shall serve as temporary Directors until a regular quorum is reached. If a regular quorum cannot be obtained, a quorum for the emergency meeting shall consist of all Directors and officers in attendance. All provisions of regular Bylaws consistent with the emergency Bylaws remain effective during the emergency. The emergency Bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency Bylaws; (i) binds the Corporation; and (ii) may not be used to impose liability on a corporate Director, officer, employee or agent. An emergency exists for purposes of this section if a quorum of the Board cannot readily be assembled because of some catastrophic event.
ARTICLE EIGHT – AMENDMENTS
8.1 Amendments to the Certificate of Incorporation. (a) Without Member Action. Unless the Certificate of Incorporation provides otherwise, the Board may adopt one or more amendments to the Corporation's Certificate of Incorporation without Member action as follows: (1) to extend the duration of the Corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial Directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the Stale, (4) to change the corporate name by substituting the word "corporation," "incorporated" or "company," or the abbreviation "corp.", "inc." or "co." for a similar word or abbreviation in the name, or by adding deleting or changing a geographical attribution to the name; or (5) to make any other change expressly permitted by the Act to be made without Member action. (b) With Member Action. The Board may propose one or more amendments to the Certificate of Incorporation for submission to those Members who are entitled to vote thereon. For the amendment to be adopted: (1) the Board must approve the amendment; (2) the Board must recommend the amendment to the Members entitled to vote on the amendment unless the Board determines that because conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the Members entitled to vote on the amendment with the submission of the amendment; and (3) the Members entitled to vote on the amendment must approve the amendment, either before or after the actions required in Subsections (1) and (2) above, as provided in Subsection (e) below, (c) Conditions. The Board may condition its submission of the proposed amendment on any basis. (d) Notice to Members. The Corporation shall notify each Member entitled to vote on the amendment, if any, of the proposed meeting of Members in accordance with these Bylaws; and the notice of such meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (c) Vote Required. Unless the Certificate of Incorporation or the Board acting pursuant to Subsection (c) above requires a greater vote, the amendment to be adopted must be approved by at least two-thirds of the votes cast by the Members entitled to vote thereon.
8.2 Amendment to Bylaws. The Board may amend or repeal the Bylaws of the Corporation by a vote of a majority of all Directors. Action by the Board to adopt of amend a Bylaws that changes the quorum or voting requirement for the Board must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
ARTICLE NINE – MISCELLANEOUS
9.1 Seal. The Board may choose to adopt a seal for the Corporation; provided that if a seal is adopted its use shall not be required to bind the Corporation or to evidence anv officiant document or instrument. The use of the seal shall be symbolic only.
9.2 Fiscal Year. The fiscal year of the Corporation shall end on the last day of the month of December each year.