Bylaws

Bylaws of the Connecticut Regional Institute for the 21st Century Inc. (the “Corporation”)

ARTICLE I.
Offices

The principal office of the Corporation shall be at such place in the State of Connecticut as the Board of Trustees (the “Trustees”) shall from time to time designate.  The Corporation may have such other offices within or without the State of Connecticut as the Trustees may from time to time determine.

ARTICLE II.
Members

The Board of Trustees may elect from time to time one or more members of the Corporation which shall be individuals or entities that subscribe to the purposes of the Corporation.  The Board may charge dues to members in varying amounts as the Board may from time to time determine.

ARTICLE III.
Directors/Trustees

  1. Number of Trustees.  The activities, property and affairs of the Corporation shall be managed by the directors of the Corporation who shall be referred to as the Board of Trustees (the “Board”) consisting of not less than three (3) nor more than fifteen (15) directorships.  The actual number thereof within such minimum and maximum shall be determined by resolution adopted by the Board.
  2. Election of Board.
    (a) The first Board shall be elected by the Incorporators.
    (b) Thereafter, during the month of April each year the Board shall elect the Trustees (which may include Trustees already serving) to serve for the ensuing year.
    (c) The Board shall elect Trustees to fill vacancies caused by death, resignation or incapacity.
    (d) A majority of the total number of Trustees may remove a Trustee from office at any time, with or without cause, and elect his or her successors.
  3. Term of Office.  Trustees shall be elected to hold office until the conclusion of the next annual meeting of the Board and until their successors shall be duly elected.
  4. Place of Meetings.  The Board may hold its meetings at such place or places within or without the State of Connecticut as the Board may from time to time determine.
  5. Annual Meeting.  The annual meeting of the Board shall be held each year at the date, time and place designated by the Board.  At least fourteen (14) days’ written notice of such meeting shall be mailed to each Trustee prior to such meeting.
  6. Other Meetings.  Other meetings of the Board may be held whenever the Chairman or a majority of the Board may deem it advisable, notice thereof to be mailed to each Trustee at least fourteen (14) days prior to such meeting.
  7. Waiver of Notice.  Notice of any Board meeting may be waived in writing by all the Trustees and, if any Trustee present at a Board meeting does not protest prior to or at the commencement of the meeting the lack of proper notice, he/she shall be deemed to have waived notice of such meeting.
  8. Trustees’ Consent.  Any resolution in writing concerning action to be taken by the Corporation, which is approved and signed by a majority of the Trustees, severally or collectively, and the number of Trustees voting on said resolution constitutes a quorum for such action, shall have the same force and effect as if such action were taken at a meeting of the Board of Trustees duly called and held for that purpose, and such resolution, together with the Trustees’ written approval thereof, shall be recorded by the Secretary in the minute book of the Corporation.
  9. Telephonic, etc., Meeting.  A Trustee or a member of a committee of the Board may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment enabling all Trustees participating in the meeting to hear one another, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
  10. Quorum.  A majority of the number of directorships at the time shall constitute a quorum for the transaction of business at all meetings of the Board, but any number less than a quorum may adjourn such meeting to a specified date.  The act of a majority of the Trustees present at a meeting at which a quorum is present at the time of the act shall be the act of the Board unless a greater number is required elsewhere in these bylaws or by law.
  11. Chairman.  The Board shall choose from among its members a Chairman.  The Chairman shall preside at meetings of the Board.  In the absence of the Chairman at a meeting of the Board, the Chairman shall appoint another Trustee to preside at such meeting.  The Chairman may also serve as an officer of the Corporation.
  12. Committees.  The Board, by resolution adopted by the affirmative vote of Trustees holding a majority of directorships, at a meeting at which a quorum is present, may designate two (2) or more Trustees to constitute an executive committee or other committees, which committee or committees other than an ex officio committee shall have and may exercise all such authority of the Board of Trustees as may be delegated to it in such resolution or thereafter by similar resolution.

ARTICLE IV.
Officers

  1. Election.  The Board each year shall elect a President and a Secretary, and may from time to time elect such other officers as it deems expedient, which may include one (1) or more Vice Presidents and a Treasurer.  Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.  The duties of officers of the Corporation shall be such as are prescribed by these bylaws and as may be prescribed by the Trustees. 
  2. President and Vice President.  The President shall be the chief executive officer of the Corporation and shall have general control and management of its assets and affairs, subject to the direction of the Board.  He/she shall perform all duties incident to the office of President.  He/she may appoint such clerks and other employees and agents of the Corporation as he/she may from time to time deem advisable. Except as specially limited by vote of the Board, each Vice President, if any, shall perform the duties and have the powers of the President during the absence or disability of the President.  Each Vice President, if any, shall also perform such other duties and have the powers of the President during the absence or disability of the President.  Any Vice President shall also perform such other duties as may be delegated to him/her by the Board from time to time.
  3. Secretary.  The Secretary shall keep a record of the minutes of the proceedings of all meetings of the Board and shall issue all notices required by law or by these Bylaws, and he/she shall discharge all other duties required by such officer by law or designated from time to time by the Board of Trustees or by the president or as are incident to the office of Secretary. He/she shall have the custody of the seal of the Corporation and all books, records and papers of the Corporation, except as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by a resolution of the Board.
  4. Treasurer.  The Treasurer, if any, shall have charge and custody of and be responsible for all funds and securities of the Corporation, keep full and accurate accounts of receipts and disbursements and books belonging to the Corporation, deposit all monies and valuable effects in the name and to the credit of the Corporation in depositories designated by the Board, and, in general, perform such other duties as may from time to time be assigned to him/her by the Board or by the President or as are incident to the office of Treasurer.
  5. Terms of Office.  Each of such officers shall serve for the term of one (1) year and until his/his successor shall be duly designated, but any officer may be removed by the Board at any time, with or without cause and with or without notice of hearing.  Vacancies among the officers by reason of death, resignation or other causes shall be filled by election of the Board. The period between consecutive annual meetings of the Board shall be deemed one (1) year for this purpose.

ARTICLE V.
Miscellaneous

  1. The Corporation may have a seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation, the word “Seal” and the word “Connecticut” and shall be in the custody of the Secretary.
  2. Unless otherwise voted by a majority of those persons present at any meeting and entitled to vote thereon, the rules and procedures specified by Robert’s Rules of Order Revised, as published and in effect at the time of any meeting, shall be followed during any meeting of constituents of the Corporation.

ARTICLE VI.
Fiscal Year

The fiscal year of the Corporation shall commence on January 1.

ARTICLE VII.
Amendments

These Bylaws may be altered, amended or repealed by action of the Board, provided that no amendment shall be effective which shall cause the Corporation to lose its position as a tax exempt public charity, all as described in its Certificate of Incorporation.

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