FRIENDS OF CONNECTICUT STATE PARKS, INC. BY-LAWS
ARTICLE I.
Name and Offices
This organization shall be known as the Friends of Connecticut State Parks, Inc. (the "Corporation"). The principalofficeandanyotherofficesoftheCorporationshallbelocatedatsuchplaceswithintheStateof ConnecticutastheBoardofDirectorsmayfromtimetotimedetermine.
ARTICLE II.
Purposes
The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as may from time to time be amended and restated.
ARTICLE III.
Membership
Section 1. Membership
The members of the Corporation shall be those persons and organizations who have satisfied the conditions, assessments, dues and fees of membership as established by the Board of Directors.
Section 2. Annual Meeting
The Annual Meeting of members for the election of directors shall be held once a year in the month of June or at such other time as fixed by the Board of Directors.
Section 3. Special Meetings
The president or the secretary of the Corporation may and, upon the written request of not less than one-tenth of the members, shall call a special members' meeting and cause notice thereof to be given.
Section 4. Notice of Meetings
Written notice of each members' meeting, stating the place, day and hour thereof and the general nature of the businesstobeconsidered,shallbegiventoeachmemberentitledtovotebymailing or emailingacopytosuchmemberat such member’s last known post office or email address not less than ten (10) days before such meeting. Notice of any meeting may be waived before or after suchmeeting.
Section 5. Place of Meetings
All meetings shall be held at such place as shall be designated by the Board of Directors.
Section 6. Quorum
A quorum for the transaction of business shall consitute all of the members present at the meeting who are entitled to vote. Only members in good standing on the record date for a members’ meeting shall be entitled to vote at that meeting.
Section 7. Record Date
For purposes of this Article, the record date with respect to any meeting of members shall be the day before the day on which notice of such meeting is mailed, unless the Board of Directors establishes another record date. The members entitled to notice of members' meetings shall be members in good standing at close of business on the record date.
Section 8. Voting
At each members' meeting, every member then entitled to vote shall have one (1) vote on each matter. There shall be no voting by written or verbal proxy.
Section 9. Dues, Fees, and Assessments
The Board of Directors may fix the amount of dues, fees and assessment for members and require such payment as a condition of membership.
ARTICLE IV.
Board of Directors
Section 1. Powers
The Board of Directors shall manage the business, property and affairs of the Corporation and may exercise all the powers of the Corporation and delegate any and all such powers as they see fit, subject only to restrictions imposed by the Certificate of Incorporation, By-Laws, the Nonstock Corporation Act of the State of Connecticut, as amended from time to time (the “Act”), and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (or the corresponding provision of any future federal tax code).
Section 2. Number and Term
There shall be not less than nine (9) voting directorships, the number to be fixed from time to time by the Board. The Board mayalso include ex-officio members representing the State of Connecticut Department of Energy and Environmental Protection or its successor and Board Presidents of Friends groups as non-voting members if such groups are members of the Corporation in good standing. Each director shall serve until the second Annual Meeting of members following the election of such director. Newly elected directors shall take office upon the conclusion of the Annual Meeting of members at which they are elected.
Section 3. Meeting and Notice
Meetings of the Board of Directors shall be held within the State of Connecticut and shall be called by the secretary or his/her designee for any time or place requested by the President or by at least one-fourth of the members of the Board of Directors. Reasonable written or oral notice of such meeting shall be given to each director. The first meeting of the newly elected Board of Directors may be held immediately following the membership meeting at which the directors are elected, in which case no notice need be given for such meeting.
Section 4. Annual Meeting
The Annual Meeting of the Board of Directors shall be held during the month of June or at such other time as chosen by the Board.
Section 5. Board of Directors Meeting
The Board of Directors shall meet on at least a quarterly basis to carry out the business of the Corporation. The date and time of such meetings to be determined by the Board.
Section 6. Action By Directors Without a Meeting
Any resolution in writing concerning action to be taken by the Corporation, which resolution is approved by all of the directors, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the directors’ written approval thereof, shall be recorded by the secretary in the minute book of the Corporation.
Section 7. Quorum and Voting
A majority of the total number of directors then serving shall constitute a quorum of the Board of Directors for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. Each director shall have one vote.
Section 8. Vacancy
Any vacancy occurring in the Board of Directors shall be filled for the unexpired portion of the term at a regular or special meeting of the Board, duly called.
Section 9. Telephonic Participation in Meetings
A director or a member of a committee may participate in a Board meeting or committee meeting by means of a conference telephone or similar communications equipment enabling all the directors or committee members participating in the meeting to hear one another, and participation in a meeting in such a manner shall constitute presence in person at such meeting.
Section 10. Committees
AmajorityoftheBoardofDirectorsmaydesignatetwoormoredirectorsorotherstoconstituteastandingorad hoc committee or committees such as the Finance or Nominating committee, which, subject to law and these By-Laws, shall have and may exercise all such authority of the Board of Directors that shall be provided in the resolution constituting such committee or committees. A majority of the Board of Directors may also designate a director or directors as chair or co-chairs of any such committee or committees. The name and number of committees and chairs shall be as in effect fromtimeto timeasdesignated bytheBoard ofDirectorspursuanttothisSection.
(a)MeetingsofcommitteesshallbewithintheStateofConnecticut,andshallbecalledbythechairor by the President. Reasonable written or oral notice of such meeting shall be given to each member of suchcommittee.
(b)Thecommitteesshallmeetonsuchdateandtimeasdeterminedbythechair(s)orPresident.
(c)Committeesmayactwithoutameetingifallofthemembersofsuchcommitteeapproveawritten resolutionconcerningtheactiontobetakenbysuchcommittee.
(d)Allofthecommitteememberspresent atany meetingshallconstituteaquorum,and amajorityvote ofthosememberspresentshallconstitutetheactionofsuchcommittee.
ARTICLE V.
Officers
Section 1. Officers
The officers shall be a president, a vice-president, a secretary and a treasurer. All officers must be directors. Officers shall be elected by the Board at its Annual Meeting.
Section 2. Term of Office
The term of each office shall be two (2) years, or until a successor is duly elected for such office.
Section 3. Assumption of Duties
Officers shall assume their duties immediately following their designation by the Board.
Section 4. Meetings of Officers
The officers shall meet when called by the president, or by any three officers, for the consideration of business between regular meetings of the Board of Directors.
Section 5. Immediate Past President
The immediate past president shall serve as an advisor to the officers.
Section 6. Vacancies
Vacancies in the office shall be filled as follows:
(a)Intheeventofdeath,resignation,orincapacityofthepresident,thevicepresidentshallbecome presidentfortheunexpiredportionoftheterm.
(b)Vacanciesinofficesotherthanpresidentshallbefilledfortheunexpiredtermbyappointment of the president with the approval of the Board ofDirectors.
ARTICLE VI.
Powers and Duties of Officers
Section 1. Powers and Duties
The respective officers of the Corporation shall possess such powers as are ordinarily performed and possessed by corresponding officers of similar corporations. It shall be the duty of the officers to implement the mission and objectives of the Corporation.
Section 2. Duties of the President
The president shall be the principal officer of the Corporation.. The president shall:
(a)PresideatallmeetingsoftheCorporationandtheBoardofDirectors.
(b)AppointstandingandspecialcommitteechairmenwiththeapprovaloftheBoardofDirectors. The President may also appoint aparliamentarian.
(c)Serveasex-officiomemberofallcommitteesexcepttheNominatingCommittee.
(d)BringtotheattentionoftheCorporationallpertinentinformationfromtheStateDepartmentof Energy and Environmental Protection and other relevantorganizations.
(e)Signallorders uponthetreasurerfordisbursementoffundsasdirected bytheBoard of Directors.
Section 3. The Vice President
The vice president shall:
(a)Performthedutiesofthepresidentintheabsenceofthepresident.
(b)Becomepresidentfortheunexpiredtermincaseofdeath,resignation,orincapacityofthe president.
(c)Serve in such capacities as assigned by thepresident.
Section 4. The Secretary
The Secretary shall:
(a)Takeand recordaccurateminutesoftheproceedingsofallmeetingsoftheCorporationandthe Board of Directors, and mail a copy of the minutes of each meeting to the members of that body.
(b)Record the attendance at allmeetings.
(c)Read correspondence at all Corporationmeetings.
(d)Conduct the correspondence of theCorporation.
(e)Preserveinapermanentfile,allrecordsandlettersofvaluetotheCorporationanditsofficers.
Section 5. Treasurer
The treasurer shall:
(a)BeresponsibleforallmoniesoftheCorporationandshallreportthereonatallmeetings.
(b)Pay all bills upon the written authorization of thepresident.
(c)Collect all dues from members giving a proper receiptthereof.
(d)Keepan itemizedrecord,inapermanentfile,ofallreceiptsanddisbursements.
(e)Serve as ex-officio member of the FinanceCommittee.
(f)Turn overto hisorhersuccessorat theannualmeetingallauditedbooks,records andpapers, requesting receiptthereof.
Section 6. Duties to Successors
Each officer shall deliver to his or her successor immediately after retiring from office all accounts, records, books, papers and other property belonging to the Corporation.
ARTICLE VII.
Nominations
Section 1. Nominations
Nominations for directors shall be presented to the Board of Directors at the Board’s meeting next previous to the Annual Meeting of members. Nominations for officers shall be presented to the Board of Directors at the Board’s meeting next previous to the Annual Meeting of the Board. Any director may nominate an officer.
Section 2. Eligibility
Only individual members in good standing shall be eligible for a directorship, and only directors shall be eligible for an office.
Section 3. Nominating Committee
The President shall appoint a Nominating Committee chairperson, who shall select two additional members from the membership to serve on the Nominating Committee. The Nominating Committee chairperson shall present the slate of directors for consideration at the Board of Directors meeting next previous to the Annual Meeting of members. The slate of directors shall be mailed or emailed to all members in the notice for the Annual Meeting of members. Nominations for directorships may be made from the floor at the Annual Meeting of members.
Section 4. Elections
In the event that more than one nominee is presented for a directorship, elections shall be by written ballot at the Annual Meeting of members if a show of hands or voice vote is not conclusive.
ARTICLE VIII.
Non-Profit Status
No director, trustee, officer, agent or employee of this Corporation shall at any time receive or be entitled to receive any compensation or any pecuniary profit from the operation of the Corporation, or upon its liquidation or dissolution, expect reasonable compensation for services actually rendered to the Corporation in effecting one or more of its objects or purposes.
ARTICLE IX.
Fiscal Year and Finance
Section 1. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June the following calendar year.
Section 2. Deposits
The moneys of the Corporation shall be deposited in the name of the Corporation in and with such one or more depositories or other institutions as may be designated by the Board of Directors and shall be drawn only by instrument signed by such officers as the Board may designate.
ARTICLE X.
Amendments
These By-Laws may be amended, altered or repealed only by a vote of the directors at a regular or special meeting of the Board of Directors. The Board of Directors may approve any such proposal only by a majority vote of all directors then serving. Notice of the proposed alteration, amendment or repeal shall be given in the
Notice of Meeting ten days prior to the scheduled date of the meeting of the Board. There shall be no power to alter, amend, or repeal the By-Laws in such manner as to permit any member, director, officer, trustee, agent or employee of the Corporation ever to receive any compensation or any pecuniary profit from its operation, or upon its liquidation or dissolution, except reasonable compensation for services actually rendered to the Corporation in effecting one or more of its objects or purposes, or in such manner as to be inconsistent with the purposes of the Corporation or any applicable law.
ARTICLE XI.
Indemnification
To the extent permitted or required by the laws of the State of Connecticut, the Corporation, regardless of the adverse interest of any or all of them, shall indemnify and reimburse any person made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director, officer or employee of the Corporation for expenses, including attorneys’ fees, and such amount of any judgment, money decree, fine, penalty or settlement for which he or she may become liable, as the Corporation deems reasonable, actually incurred by him or her in connection with the defense or any reasonable settlement of any such action, suit or proceeding, or any appeals therein, except in relation to matters as to which he or she is finally adjudged in such action, suit or proceeding to have acted outside the proper scope of his or her duties.
ARTICLE XII.
Disbursement of Assets
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets to either (I) another non-profit fund, foundation or corporation with similar purposes and which at such time qualifies as an exempt organization under section 501 (c)(3) of the Internal Revenue Code of 1954 [or corresponding provision of any future United States Internal Revenue Law]; or (ii) a governmental agency whose purpose, in whole or in part, is to promote, preserve, develop, or maintain public parks.
ARTICLE XIII
Seal
The seal of the Corporation shall have inscribed thereon the name of the Corporation and the words “Seal” and “Connecticut.”
May 2, 1995
AS AMENDED JUNE 4, 1998
AS FURTHER AMENDED MAY 18, 2000
AS FURTHER AMENDED JUNE 27, 2017