1.1
Definitions. Unless
otherwise specified, all geographic or other place names refer to places so
named within the State of Connecticut, United States of America.
1.2
Rules of Construction and Saving Clause.
If any provision of these Bylaws shall be held invalid by a Court of
Competent Jurisdiction, such holding shall not affect the remainder of these
Bylaws nor the context in which such provision so held invalid may appear,
except to the extent that an entire Section may be inseparably connected in
meaning and effect with the provisions to which such holding shall directly
apply. Whenever the masculine
gender is used in these Bylaws it shall be synonymous with the feminine gender.
2.1
Name. The name of this
Corporation shall be Electronic Valley Inc.
2.2
Not-For-Profit Corporation. This
Corporation is a non-stock, non-profit corporation as defined in the Connecticut
Revised Nonstock Corporation Act.
2.3
Territory. There shall
be a geographic area, which may be modified from time to time by the Board of
Directors, towards which this Corporation shall carry out its mission.
The Territory shall be specified in terms of incorporated municipality or
other well-known and uniquely identifiable established political subdivision.
The Territory shall initially contain and be bounded by Ansonia, Beacon
Falls, Derby, Naugatuck, Oxford, Seymour, and Shelton.
2.4
Duration.
The period during which this Corporation is to continue as a corporation
is perpetual.
2.5
Registered Agent.
There shall be a Registered Agent, which shall be appointed by the Board
of Directors.
2.6
Seal.
The seal of this Corporation shall be circular in form and shall bear the
name of the Corporation, the words “Electronic Valley” and the year of its
incorporation, 2000.
2.7
Principal Office.
The Principal Office of the Corporation shall be a place within the State
of Connecticut to be determined by the Board of Directors.
3.1
Mission. The Mission of
this Corporation shall be to improve the quality of life of people in the
community it serves by enhancing communication through the use of information
technologies and electronic communications media.
3.2
Purpose. The Purpose of
this Corporation shall be to engage in such lawful acts or activities for which
corporations may be formed under the Connecticut Revised Nonstock Corporation
Act in furtherance of its Mission, subject to the additional restrictions of
this Article.
3.2.1
Restriction of Purpose. This Corporation is organized exclusively for charitable,
educational and scientific purposes, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations under
section 501(c)(3) of the Internal Revenue Code, or the corresponding section of
any future federal tax code. No
part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to its Members, Board of Directors, Officers, or other private
persons, except that the Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the Mission and Purpose set forth this Article.
No substantial part of the activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and
the Corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of or
in opposition to any candidate for public office.
Notwithstanding any other provision of this Article, the Corporation
shall not carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code, or (b) by a corporation, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or the corresponding section of
any future federal tax code.
3.2.2
Restriction of Distribution of Assets.
Upon the dissolution of the Corporation, assets shall be distributed for
one or more exempt purposes within the meaning of section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code, or shall be distributed to the federal government, or to a state or local
government, for a public purpose. Any
such assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the jurisdiction in which the Principal Office of the
Corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
4.1
Statement of Principles. Operations,
acts and activities of this Corporation are to be conducted in accordance with
the following Statement of Fundamental Principles, subject to the Amplification
and Clarification of this Article:
The
Electronic Valley is…
Innovative yet Informative: We are creative, forward thinking and inventive. We use technology not for technology’s sake, but to serve our community.
Interdependent
yet Independent: We recognize
that communication and cooperation make our whole community greater than the sum
of its parts. We neither belong to
nor are beholden to any specific part of the community—we are the
community.
Inclusive
yet Impartial: We are happy to
live in a diverse community and welcome all who wish to join us.
We never side in any ideological debate, nor promote the cause or agenda
of one over that of another.
Intriguing
yet Inviting: We are a catalyst
for excitement and a focus of interest. We
seek not to intimidate or manipulate, but, rather, to inspire.
4.2
Amplification and Clarification.
Specifically, the Corporation shall not: engage in any sort of lobbying
or electioneering, including but not limited to campaigning for the success or
defeat of any candidate for office, referendum question, or legislative act,
whether federal, state or local; solicit direct funding from any government
entity the jurisdiction for which is contained wholly within its Territory,
except as reimbursement or remuneration for services rendered to such entity by
the Corporation; discriminate in its personnel or membership policies and
practices by any attribute, standard or category unrelated to competence or bona
fide qualification, including, but not limited to, age, gender, race, religion
or other personal belief system, political affiliation, ethnicity, sexual
orientation, nation of origin, disability, past or present service in the Armed
Forces, or any other attribute, standard or category as required by current
local, state, and federal statutes and regulations. The Corporation shall make reasonable effort, throughout its
acts, activities, policies and practices, to accommodate all individuals,
including those who are physically handicapped. It is understood that Members of the Corporation may have
policies, practices and beliefs contrary to those of the Corporation as
expressed in the Statement of Principles, including the associated Amplification
and Clarification; members having policies, practices or beliefs so differing
from those of the Corporation may continue to express and act upon said
policies, practices and beliefs provided due diligence is exercised to ensure
that it is clear that said policies, practices and beliefs are those of the
specific Member or Members, not the Corporation.
Nothing in the foregoing shall be interpreted as to prohibit the
Corporation from enacting policies and procedures to protect its interests and
resources, or from entering into strategic or contractual relationships in
furtherance of its Mission and Purpose.
5.1
Classes of Membership. There
shall be three classes of Member of the Corporation: Individual, Group, and
Honorary.
5.1.1
Individual Membership. Any natural person who has met the Individual Membership
Requirements as established and, from time to time, amended by the Membership
Committee shall be an Individual Member. Individual
Membership shall be non-transferable. An
Individual Member shall have precisely one vote at meetings of the membership of
the Corporation. The Individual
Membership Requirements shall initially be: the contribution to and acceptance
by the Corporation of volunteer, unremunerated service in excess of six hours
during the preceding twelve months.
5.1.2
Group Membership. Any
corporation or identifiable unincorporated group of two or more natural persons
having met the Group Membership Requirements as established and, from time to
time, amended by the Membership Committee, shall be a Group Member.
A Group Member may appoint one individual to represent it at meetings of
the membership of the Corporation, and shall have precisely one vote, regardless
of the value of its contribution. A
Group Member may change the individual it appoints to represent it at its
pleasure and at any time, provided the Corporation is notified of this change
using procedures to be established by the Membership Committee.
Should a division or subordinate entity of an existing Group Member wish
to be recognized as an independent Group Member, the Membership Committee shall
have the authority to so designate. The Group Membership Requirements shall
initially be: the contribution to and acceptance by the Corporation of a
financial or in-kind contribution having a value of at least sixty dollars
during the preceding twelve months.
5.1.3
Honorary Membership. The Board of Directors shall have the authority to designate
certain natural persons as Honorary Members, without regard to level of service
over the preceding twelve months. Honorary
Membership is non-transferable and perpetual throughout the life of the Honorary
Member, unless specifically revoked by the Board of Directors.
An Honorary Member shall have precisely one vote at meetings of the
membership of the Corporation.
5.2
Membership Roster. It
shall be the duty of the Secretary, in consultation with the Membership
Committee and the Executive Staff, to maintain the roster of current Members of
the Corporation.
5.3
Membership Privileges. Members
shall be entitled to attend and vote at meetings of the Membership of the
Corporation. The Board of Directors
and its various Committees shall have the power to establish and, from time to
time, amend or rescind, other privileges which Members may exercise.
5.4
Termination of Membership. The
Secretary shall remove any Member requesting termination of membership from the
membership roster. The Membership
Committee, by majority vote, may terminate membership of a Member. Any Member whose membership is terminated either by request
or by action of the Membership Committee loses any and all privileges as a
Member, and may only be reinstated by a majority vote of the Membership
Committee.
6.1
Definition. The
Corporation shall have a Board of Directors, numbering not fewer than six or
more than fifteen Members, each of whom shall serve without compensation for his
services as such, and each of whom shall be known as a Director.
In the event a person representing a Group Member is elected to serve on
the Board of Directors, said person, by virtue of said service, shall be deemed
to be an Individual Member throughout the duration of service on the Board of
Directors, and the organization holding the Group Membership shall be asked to
appoint another representative. No
employee or Executive Staff member of the Corporation may serve as a Director.
At least a majority of Directors shall be citizens of the United States
of America.
6.2
Election of Directors. Directors
shall be elected at the Corporation’s Annual Membership Meeting and shall
serve until the subsequent Annual Membership Meeting.
Directors, by virtue of their service, shall be deemed Members of the
Corporation.
6.3
Vacancies. The Board of
Directors may fill any vacancy among the Directors temporarily, and any Director
serving in a position so filled shall do so until the next Annual Membership
Meeting.
6.4
Removal. In the event
the Membership Committee votes to terminate the membership of a Member who is
also a Director, said membership shall be terminated and position on the Board
of Directors deemed vacant only following an affirming vote of at least
two-thirds of the entire Board of Directors.
6.5
Powers and Duties. The
affairs of this Corporation shall be under the control of the Board of
Directors. Directors shall be
required to serve on at least one Committee, and attend at least fifty percent
of Regular and Special Meetings of the Board of Directors.
Directors failing to meet these requirements may be removed by a majority
vote of the entire Board of Directors. Any act, action, or policy of the Board of Directors, or any
Committee, may be rescinded by a two-thirds vote to rescind at a Special Meeting
of Members of the Corporation called specifically for that purpose.
7.1
Definition. The Officers
of this Corporation, who shall be elected by the Board of Directors, shall be a
Chairman, a Vice Chairman, a Secretary and a Treasurer, all of whom shall be
Directors. All officers shall hold
office for one year and/or until successors are elected and qualified. The Officers shall receive no compensation from the
Corporation for their services as such.
7.1.1
Chairman. The Chairman
shall be the senior volunteer leader of the Corporation.
The Chairman, or in his absence, the Vice Chairman or other Officer
selected by the Board of Directors, shall preside at all meetings of the Board
of Directors or of the membership of the Corporation and shall have all powers
and perform all the duties usually devolving upon a presiding officer.
The Chairman shall be an ex officio member of all Committees of the
Corporation. The Chairman shall
perform such other duties as may be assigned to him by the Board of Directors or
the Corporation.
7.1.2
Vice Chairman. The Vice
Chairman shall be the assistant to the Chairman. In case of the resignation, disability or absence of the
Chairman, the Vice Chairman shall perform all the duties of the Chairman.
7.1.3
Secretary. The Secretary
shall keep the records of the Corporation and shall perform such other duties as
may be assigned to him by the Board of Directors or the Corporation.
7.1.4
Treasurer. The Treasurer
shall provide for the care and custody of all funds of the Corporation.
The Treasurer, in cooperation with the Executive Staff, shall provide for
the keeping of the financial records of the Corporation and the preparation of
the Corporation’s financial statements as may be required by law or
Corporation policy.
7.2
Officer Vacancies. In
the event an office becomes vacant prior to the expiration of the annual term
for which such Officer was elected, the Board of Directors shall fill the
vacancy.
7.3
Removal from Office. The
Board of Directors may remove any Officer by an affirmative vote of two-thirds
of the entire Board of Directors.
8.1
Definition. The
Executive Staff of the Corporation shall consist of a General Manager, a
Financial Manager, and a Technical Coordinator.
Members of the Executive Staff shall be remunerated in a manner to be
determined by Personnel Committee and at a rate conforming to any budgetary
restrictions imposed by the Finance Committee.
8.1.1
General Manager. The
General Manager shall be the Chief Executive Officer of the Corporation, and
shall be responsible for carrying into effect the acts, actions, policies and
procedures of the Corporation, except as provided elsewhere in these Bylaws.
The General Manager shall report to, and be directly accountable to, the
Executive Committee. The General
Manager shall have the power, subject to the policies of the Personnel Committee
as amended, and conforming to any budgetary restrictions imposed by the Finance
Committee, to retain and/or terminate employees or contractors.
8.1.2
Financial Manager. The
Financial Manager shall be the Chief Financial Officer of the Corporation, and
shall be responsible for carrying out the fiscal policies and procedures of the
Corporation. The Financial Manager
shall report to, and be directly accountable to, the Finance Committee.
The Financial Manager shall be responsible for specifying, assessing and
recommending any outside financial services which the Corporation may require.
8.1.3
Technical Coordinator. The
Technical Coordinator shall be the Chief Information Officer of the Corporation,
and shall be responsible for the implementation of the technical policy
specified by the Technical Committee, subject to any budgetary restrictions
imposed by the Finance Committee. The
Financial Manager shall be responsible for specifying, assessing and
recommending any outside technical services which the Corporation may require.
8.2
Contractor as Executive Staff. The
Board of Directors may contract with an executive staffing service or other firm
to perform the functions of one or more of the positions of the Executive Staff.
In the event any position is so contracted, the contractor must identify
a single individual who shall be responsible for performing any such Executive
Staff position, or for supervising its performance, the selection of whom is
subject to the approval of the Personnel Committee.
In the event any such contractor is a Group Member, no representative of
said Group Member shall be eligible to serve on the Board of Directors.
9.1
Executive Committee. There
shall be an Executive Committee consisting of the Chairman, Vice Chairman,
Secretary, Treasurer, and no more than three other Directors to be elected by
the Board of Directors. The
Chairman shall be chair of the Executive Committee.
The presence of not less than four persons is requisite and shall
constitute a quorum for meetings of the Executive Committee. The Executive Committee shall have and may exercise the
powers of the Board of Directors in the interim between meetings of the Board of
Directors, except that the Executive Committee shall not have any power or
authority delegated to another Committee, prohibited from delegation by the
Board of Directors elsewhere in these Bylaws, or specifically retained by vote
of the Board of Directors. The
Executive Committee shall not have the power to adopt the budget, to fill
vacancies on the Board of Directors or Officers or any Committee, or to take any
action representing a major change in the affairs, business practices of policy
of the Corporation. The Executive
Committee shall keep regular minutes and submit to the subsequent meeting of the
Board of Directors reports of all actions taken.
Unless so selected by the Board of Directors, the Executive Committee
shall select the General Manager.
9.2
Finance Committee. There
shall be a Finance Committee consisting of the Treasurer and not fewer than two
other Directors, to be appointed by the Chairman.
The Treasurer shall be the chair of the Finance Committee.
The Finance Committee shall prepare and submit to the Board of Directors
for adoption the annual budget of the Corporation.
The Finance Committee shall specify the fiscal policies of the
Corporation. Unless so selected by the Board of Directors, the Finance
Committee shall select the Financial Manager.
9.3
Technical Committee. There
shall be a Technical Committee consisting of no fewer than three Directors, to
be appointed by the Chairman. The
Technical Committee, in consultation with the Technical Working Group and the
Technical Coordinator, shall be responsible for the specification of technical
services to be provided by the Corporation, as well as policies governing these
services. Any act of the Technical
Committee may be rescinded by a vote of the Board of Directors.
Unless so selected by the Board of Directors, the Technical Committee
shall select the Technical Coordinator.
9.4
Audit Committee. There
shall be an Audit Committee consisting of no fewer than three Directors, to be
appointed by the Chairman. No
member of the Audit Committee may simultaneously serve on the Finance Committee.
The Audit Committee shall be responsible for fulfilling any audit
requirements imposed by law or policy of the Corporation, including the
selection of independent auditor. Any act of the Auditing Committee may be rescinded by a vote
of the Board of Directors.
9.5
Membership Committee. There
shall be a Membership Committee consisting of the Secretary and no fewer than
two other Directors, to be appointed by the Chairman.
The Secretary shall be the chair of the Membership Committee.
The Membership Committee shall be responsible for the establishment and
enforcement of policies and terms pertaining to Members of the Corporation.
Any act of the Membership Committee may be rescinded by a vote of the
Board of Directors.
9.6
Personnel Committee. There
shall be a Personnel Committee consisting of no fewer than three Directors, to
be appointed by the Chairman. The
Personnel Committee shall be responsible for the creation and enforcement of
policies pertaining to personnel employed by the Corporation.
Any act of the Personnel Committee may be rescinded by a vote of the
Board of Directors.
9.7
Nominating Committee. There
shall be a Nominating Committee consisting of no fewer than three Directors, to
be appointed by the Chairman. The
Nominating Committee shall make nominations for elections of Directors, and
shall have no other powers.
9.8
Territory Committee. There
shall be a Territory Committee consisting of no fewer than two Directors, to be
appointed by the Chairman. The
Territory Committee shall be responsible for making recommendations to the Board
of Directors regarding changes to the Territory, including the compilation and
presentation of any significant facts relating to the Territory and proposed
changes, and shall have no other powers.
9.9
Development Committee. There
shall be a Development Committee consisting of no fewer than two Directors, to
be appointed by the Chairman. The
Development Committee shall be responsible for coordinating development efforts
for the Corporation, including fundraising, marketing and public relations, and
membership development and retention. The
powers of the Development Committee shall be subordinate to the powers of the
other Committees, and shall act within the policies set by the other Committees.
Any act of the Development Committee may be rescinded by a vote of the
Board of Directors.
9.10
Ad Hoc Committees. The
Board of Directors may appoint Ad Hoc Committees from time to time to address
specific issues, consisting solely of Directors.
The powers of any such Ad Hoc Committee shall be clearly specified by the
Board of Directors at the time of its creation, and any act of any such Ad Hoc
Committee may be rescinded by a vote of the Board of Directors.
10.1
Membership in Working Groups. The Corporation shall have Working Groups consisting of
Members of the Corporation, which shall form a means for Members to act in
carrying out the Mission of the Corporation.
Any Member may participate in the activities of any Working Group of the
Corporation. Working Groups shall
have powers and duties equivalent to those of their composite Members.
10.2
Technical Working Group. There shall be a Technical Working Group, consisting of
the chair of the Technical Committee and any number of additional Members.
The Technical Working Group shall be responsible for recommending
additions or changes to the technical resources of the Corporation.
10.3
Ad Hoc Working Groups. The
Chairman, or any two or more Members, may establish a Working Group to address
any cause or concern in conformance to the Mission and Fundamental Principles of
the Corporation. The Membership
Committee shall establish policies governing the recognition of, and resources
that may be made available to, any Ad Hoc Working Group.
11.1
Conduct of Meetings Generally. The
provisions of this Article shall apply to the conduct of all meetings of any
body of this Corporation, unless otherwise specified in these Bylaws.
11.1.1
Quorum. Generally, the
presence of at least one half of the members of any body of this Corporation
shall constitute a quorum. Vacant
positions shall not be counted in calculating the requirements for a quorum.
11.1.2
Majority. A majority
shall mean at least fifty percent of members of a body.
A majority vote shall mean at least fifty percent of members of a body
present and voting, and shall exclude votes of abstention.
A majority of an entire body shall mean at least fifty percent of the
total membership of a body, and shall include those not present as well as votes
of abstention, but shall exclude vacancies.
A majority vote in the affirmative shall be regarded as necessary and
sufficient for the approval of an item by a body, unless otherwise specified.
11.1.3
Rules of Order. Robert’s
Rules of Order shall be used, subject to the adoption of any standing rules.
11.1.4
Minutes. Minutes of all
meetings shall be kept, except those portions of meetings closed to the public.
Minutes shall be made available for public inspection.
11.1.5
Proxies. Voting by proxy
shall not be permitted.
11.1.6
Teleconference. Attendance
by teleconference or other electronic means shall be permitted provided not
prohibited by law or other policy, and the identity of participants can be
satisfactorily confirmed.
11.1.7
Sunshine Provision. Meetings
are to be open to the public, unless the subject matter to be discussed pertains
to: issues involving specific personnel or Members; unfounded, or as yet
unfounded, allegations; contractual or bidding matters, where public disclosure
may result in terms unfavorable to the Corporation; matters involving pending
litigation. Only those portions of
meetings pertaining to such issues may be closed to the public.
Timely notice of meetings are to be published in a manner as to assure,
within reason, its receipt by participants sufficiently in advance as to ensure
adequate participation, and shall outline, as far as practicable, the matters to
be considered at the meeting.
11.2
Annual Membership Meeting. Members of the Corporation shall meet once a year, during
the month of June, at which the Board of Directors shall be elected.
Notice of the Annual Meeting including place and time shall be made
available to the Members of the Corporation at least two weeks prior to the
Annual Meeting. The Chairman shall
be responsible for setting the time and place of the Annual Meeting.
A quorum at the Annual Meeting shall be six Members.
11.3
Special Membership Meetings. The Chairman, a majority of the Board of Directors, or
Members comprising at least five percent of the membership roster, may call
special meetings of Members of the Corporation. A quorum at such meetings shall consist of at least five
percent of the membership roster. Notice
of a Special Meeting, including place and time and matter to be considered,
shall be made available to the Members of the Corporation at least two weeks
prior to the Meeting.
11.4
Meetings of the Board of Directors.
The Board of Directors shall meet at least once every four months.
The Chairman or a majority of the Board of Directors may call meetings of
the Board of Directors.
11.5
Meetings of Committees. The chair of a Committee or a majority of its members may
call meetings of said Committee.
11.6
Meetings of Working Groups. Working groups may meet at the convenience of its
members. Rules of Order and keeping
of minutes may be suspended at Working Group meetings by consensus of Working
Group members present.
12.1
Fiscal Year. The fiscal
year of this Corporation shall be the calendar year.
12.2
Budget. An annual budget
shall be prepared by the Finance Committee and submitted to the Board of
Directors for approval no later than the preceding first of October.
The Board of Directors may make any amendments to the budget deemed
necessary or desirable.
12.3
Checks. All checks or
demands for money and notes of this Corporation shall be signed by any two of
the following, with no more than one from the Executive Staff: Chairman,
Treasurer, General Manager, Finance Manager.
13.1
The Bylaws of this Corporation may be amended by a majority vote at a
Special Meeting of the Members of the Corporation called for that purpose.
14.1
This Corporation may be dissolved by a two-thirds vote of the entire
Board of Directors. In the event of
dissolution, assets must be distributed in accordance with provisions of these
Bylaws.