Medical Interpreting Association of Connecticut

Medical Interpreting Association of Connecticut
BY-LAWS
May 30, 2007

ARTICLE I

Name and Offices of the Corporation

Section 1. Corporation Name.

The name of the corporation is: MEDICAL INTERPRETING ASSOCIATION OF CONNECTICUT, INC. (“MIAC”)

Section 2. Principal Office. The principal office shall be located within the state of Connecticut. The board of directors of this corporation may change the Principal Office from one location to another or establish branch offices.

ARTICLE II

Purpose

The following is the mission statement outlining the purpose for which this corporation has been organized:

The Medical Interpreting Association of Connecticut (MIAC) is dedicated to fostering linguistic and cultural services for individuals with Limited English Proficiency (LEP) and for healthcare providers, for the purpose of advancing access to healthcare in an informed, equitable and respectful manner.

MIAC’s purpose is to work toward advancing healthcare services for LEP individuals that includes the following:

(a) Promote a system of healthcare that values and demands access to qualified medical/mental health spoken language interpreters and sign language interpreters.

(b) Educate healthcare providers to appropriately use interpreting services.

(d) A process to link medical interpreters with healthcare organizations.

(e) Identify and address the unmet linguistic and cultural needs of LEP individuals.

(f) A process to assuring quality and monitoring effectiveness of interventions/programs.

(g) Policies, procedures and resources to support these components.

ARTICLE III

Members

Section 1. Membership Classes and Qualifications. This corporation shall have one class of voting members designated as ACTIVE MEMBERS. The corporation shall also have three classes of nonvoting members, designated as follows: CORPORATE MEMBERS, STUDENT MEMBERS and HONORARY MEMBERS.

A. ACTIVE MEMBER. Any individual that is directly or indirectly involved in the delivery or administration of interpretation and/or translation services in a healthcare setting, is a healthcare professional or has any other medical-related career, and/or supports the missions and objectives of this corporation shall be eligible for membership on approval of the individual’s membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time.

B. CORPORATE MEMBER. Any healthcare facility or any other corporation or organization that supports the mission and objectives of MIAC shall be eligible for Corporate Membership on approval of the entity’s membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time. Corporate Members may participate in MIAC activities but are not entitled to vote, hold office, or serve on the Executive committee but may serve on working committees.

C. STUDENT MEMBER. Any individual that is a full-time or part-time student in an accredited institution of higher education shall be eligible for membership on approval of the individual’s membership application. Student members shall not vote or hold office.

D. HONORARY MEMBERS. Any individual who has received unanimous approval of the Executive Board in recognition of outstanding contributions in support of the mission of the association. Honorary members shall not vote or hold office.

NOTE: Multiple and Fractional Memberships. No person may hold more than one membership, and no fractional memberships may be held.

The Board may, in its discretion, establish different classes of nonvoting members, eliminate the above-described classes of nonvoting members and/or grant or revoke rights equally among an entire class of nonvoting members.

Section 2. Voting Rights of Members. Voting members shall have the right to vote, as set forth in these By-laws, on the election of directors, on the disposition of all or substantially all of the corporation’s assets, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the corporation, and on amendment of the corporation’s articles of incorporation or By-laws. Voting members shall also have the right to participate in corporation or corporation-sponsored activities (“MIAC Activities”), hold office, as set forth in these By-laws, and serve on committees of this corporation. In addition voting members shall have all rights afforded members under Connecticut Law. A voting member may designate in writing the name or position of the individual entitled to vote or exercise its rights and to receive notices on behalf of the voting member. The voting member may amend such designation at any time, and all such designations and amendments thereto shall be filed with the records of this corporation. No voting or nonvoting member shall be entitled to any dividend or any part of the income of this corporation or to share in the distribution of the corporate assets upon the dissolution of this corporation.

Section 3. Dues and Fees. Each member must pay, within the time and on the conditions set by the Board, the dues and fees in amounts to be fixed from time to time by the Board. Those members who have timely paid the required dues and fees and who are not suspended shall be members in good standing. The dues and fees shall be equal for all members of each class, but the board may, in its discretion, set different dues and fees for each class.

Section 4. Membership Termination. Membership in the Corporation shall terminate as set forth in this section. Membership terminated pursuant to Article III, Section 5(a) may be reinstated by payment of the dues and fees for the then-current year. Membership shall terminate as follows:

(a) If the dues and fees of any member have not been received sixty (60) days after the membership expiration date, that membership shall automatically terminate at the end of such sixty (60) day period.

(b) Upon resignation of the member, on reasonable notice to this corporation.

(c) Upon expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board.

(d) Upon the occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications.

Section 5. Regional Directors.

(a) Each Regional Director will solicit potential new Members, conduct activities and carry out the purposes of the corporation in its respective region, in accordance with guidelines, requirements, instructions, policies and/or procedures established by the Board or the corporation.

(b) Each Regional Director will be elected by the voting members in its respective region at the time of election of Directors. Regional Director shall serve for a term of two (2) years, and may be re-elected for multiple terms, successive or otherwise. Regional Directors also serve in an advisory role to the Board of Directors.

(d) Regional Director appointments are subject to Board review and approval.

Section 6. Place of Meeting. Meetings of the members shall be held at any place within or outside of Connecticut designated by the Board and/or its designee.

Section 7. Regular Meeting. A minimum of one regular meeting of members shall be held each year. The Board shall fix the date and time and notify members as provided in Article III, Section 6 of these By-laws. At this meeting, directors shall be elected (if required) and any other proper business may be transacted. Additional regular meetings of the members shall be held as determined by the Board. The rules contained in the edition of Robert’s Rules of Order current as of the date these By-laws are adopted shall govern the conduct of meetings of the members held in accordance with this section and Article III, Section 5, except as otherwise specified in these By-laws or by Standing Rules or Special Rules or Orders adopted by the members.

ARTICLE IV

Additional Membership Provisions

Section 1. Suspension of Membership. A member may be suspended under Article IV, Section 2 of these By-laws, based on the good faith determination by the Board or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the corporation’s Code of Professional Conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person or entity whose membership is suspended shall not be a member during the period of suspension.

Section 2. Notice and Opportunity To Be Heard. If the Board is to consider the termination of a Member, the Board shall provide at least fifteen (15) days prior written notice of the proposed termination and the reasons therefore to the affected Member by first class or registered mail sent to the last known address of the affected Member as shown in the Corporation’s records. The Board shall further provide an opportunity for such Member to be heard orally or in writing at a Board meeting to be conducted at least five (5) days prior to the effective date of any proposed Board decision to terminate such Member.

Section 3. Transfer of Membership. No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death, dissolution of this corporation or termination of membership. However, membership rights shall be reinstated upon reinstatement of membership.

Section 4. Liability for Debts or Obligations. A member of the corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 5. Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by a majority of the directors on the Board or upon written request of the lesser; either ten percent (10%) of the voting members or fifty (50) voting members. A special meeting called by any group, other than the Board, entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President of the Board, the president, or the secretary. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Article IV, Section 6 of these By-laws, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice.

Section 6. Notice of Meetings. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given at least sixty (60) but no more than ninety (90) days before the meeting date to each member. The notice shall be given either personally or by Unites States mail, or by other means of written communication, charges prepaid, and shall be addressed to each member at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the secretary or any other party of the corporation giving the notice, and if so executed, shall be filed and maintained in the corporation’s minute book.

Notices shall specify the place, date, and hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted; or (2) for a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the voting members, but except as provided in Article IV, Section 7 of these By-laws, any proper matter may be presented at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.

Approval by the voting members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

(a) removing a director without cause;

(b) amending the articles of incorporation or By-laws;

(d) approving a plan of merger or consolidation; or

(e) disposing of all or substantially all of the corporation’s assets.

Section 7. Quorum. Five percent (5%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members provided, however, that if any regular meeting is actually attended in person by less than one-third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given pursuant to Article IV, Section 6 of these By-laws. Subject to the foregoing, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum, or such greater number as required by the articles of incorporation, these By-laws, or the Law.

Section 8. Adjournment. Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 9. Voting. Members entitled to vote at any meeting of members shall be those voting members in good standing as of the record date determined under Article IV, Section 13 of these By-laws. Voting may be by voice, ballot or any other means authorized by law, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting is prohibited. Vote by proxy shall not be allowed. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the Law, the articles of incorporation, or these By-laws. In any election of directors, the candidates receiving the highest number of votes are elected. Each member shall have the right to vote for as many nominees as there are vacancies on the board of directors.

Section 10. Waiver of Notice or Consent by Absent Members. The transactions of any meeting of members, however called or noticed and whenever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each member entitled to vote, not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in the last paragraph of Article IV, Section 6 of these By-laws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

Section 11. Action by Unanimous Written Consent. Any action required, or permitted to be taken, by the members may be taken without a meeting and without prior notice, if all members consent in writing to the action. The written consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Section 12. Action by Written Ballot Without a Meeting. Any action, including the election of directors, that may be taken at any meeting of members may be taken without a meeting and without prior notice by complying with the provisions of this Section 12 concerning written ballots.

The corporation shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by the first paragraph of Article IV, Section 6 of these By-laws. All solicitations of votes by written ballot shall indicate the number of responses needed to meet the quorum requirement;

(a) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures; and

(b) specify the time by which the ballot must be received in order to be counted.

Each ballot so distributed shall:

(a) set forth the proposed action;

(b) provide the members an opportunity to specify approval or disapproval of each proposal; and

Approval by written ballot shall be valid only when the number of votes cast by ballot, including those ballots marked “withhold” or otherwise indicate that authority to vote is withheld, within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

A written ballot may not be revoked. All written ballots shall be filed with the secretary of the corporation and maintained in the corporate records.

Section 13. Record Date. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board may, in advance, fix a record date. The record date so fixed:

(a) For notice of a meeting shall not be more than ninety (90) nor less than thirty (30) days before the date of the meeting. If not otherwise fixed by the Board, the record date shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held.

(b) For voting at a meeting shall not be more than thirty (30) days before the date of the meeting. If not otherwise fixed by the Board, the record date shall be the day on which the meeting or adjourned meeting is held.

(c) For voting by written ballot shall not be more than thirty (30) days before the day on which the first written ballot is mailed or solicited. If not otherwise fixed by the Board, the record date shall be the day on which the first written ballot is mailed or solicited.

(d) For any other action shall not be more than thirty (30) days before that action. If not otherwise fixed by the Board, the record date shall be the date on which the Board adopts the resolution relating to that action, or the thirtieth (30th) day before the date of that action, whichever is later.

A member at the close of business on the record date shall be a member of record.

Section 14. Nomination of Directors. Nominations shall be made annually for Directorships listed in Article V. Only active members who are residents of the state of Connecticut may be nominated. Nominations will be made in the following manner:

(a) Nominating Committee. By the Nominating Committee in the manner hereinafter set forth in Article VII, such nominations shall be submitted to the Secretary in writing at least ninety five (95) days prior to the Annual Meeting of the members and the Secretary shall mail such nominations to each active member at least sixty 60 days prior to said annual meeting, and/or

(b) Nomination by Petition. An individual can become a candidate by filing with the Secretary a petition in support of his or her candidacy signed by no less than two percent (2%) of the voting members of the Corporation who are, themselves, in good standing with all dues and fees paid. The Member circulating the petition shall append his/ her written certification to the petition attesting to the validity of the signatures. Candidate petitions must be filed with the Secretary no later than forty-five (45) days prior to the date of the election of directors.

Nominations shall close forty-five (45) days before the day directors are to be elected, or at such later date not less than thirty (30) days before the day directors are to be elected as the Board may set. No nominations can be made after this date. On timely receipt of a petition signed by the required number of voting members, the secretary shall cause the names of the candidates named therein to be placed on the ballot along with the names of those candidates named by the nominating committee and directors.

If after the close of nominations the number of people nominated is not more than the number of directors to be elected, the corporation may without further action declare that those nominated and qualified to be elected have been elected.

If there is a meeting of members to elect directors, any member present at the meeting in person or by proxy may place names in nomination.

ARTICLE V

Board of Directors

Section 1. General Powers. Subject to the provisions of Connecticut Law and any other applicable laws, and subject to any limitations in the articles of incorporation or By-laws regarding actions that require approval of the voting members, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of this corporation to any person or persons, management company, or committee however eleven (11) composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board should consult regularly with Regional Directors and invite their non-voting participation.

Section 2. Number and Qualifications of Directors. The number of directors of this corporation shall be not less than ten (10) or more than twenty-five (25). Each Director shall be an active Member at the time of nomination and at all times during their tenure in office.

Section 3. Election. All directors shall be elected, at the regular annual meeting of the membership every other year. However, if any such directors are not elected at any regular meeting, they may be elected at a special members’ meeting held for that purpose or by written ballot. The newly elected directors shall take office, for a new term for the period provided in Article V, Section 5 of these By-laws, upon the expiry of the then term of office of the directors whose term is expiring.

Section 4. Term. All directors are elected to serve for a term of two (2) years. Director terms shall be staggered such that approximately one third are elected each year. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected.

Section 5. Number of Terms. There shall be no limit to the number of terms, successive or otherwise, to which a director may be elected.

Section 6. Regular Board Meetings. The Board shall meet as often as it determines necessary to conduct its duties. The Board may fix by resolution the time and place, either within or outside the state of Connecticut, for the holding, without other notice than such resolution, of regular meetings of the Board, including the regular annual meeting of the Board. In the absence of such resolution, regular meetings shall be held at the Principal Office. Notice of any change in the time or place of regular meetings shall be given to all of the directors in the same manner as notice for special meetings of the Board.

Section 7. Special Board Meetings. Special meetings of the Board for any purpose or purposes may be called by the President or, if the President is absent or refuses to act, by any vice president (if the Board shall have created such office or offices), or by any two (2) directors.

Section 8. Notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, telegraph, email or facsimile transmission, charges prepaid, to each director at such director’s address as shown on the records of this corporation or, if it is not shown on the records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held. Notice by e-mail may only be given to those directors who have given their prior written consent to receiving such notice by e-mail. All such consents will be filed with the corporate records. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram or facsimile transmission, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company or actually transmitted by the person giving notice by electronic means. If notice is given by email, such notice shall be deemed to be delivered when the person giving notice through email receives electronic confirmation of receipt of such email by the intended recipient. Any notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.

Section 9. Quorum and Adjournment. A majority of the number of directors authorized by these By-laws shall constitute a quorum for the transaction of business at any meeting of the Board. A majority of the directors present, whether or not a quorum is present, may adjourn the meeting for twenty-four (24) hours or less without further notice. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 10. Manner of Acting. The act of a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board, unless the act of a different number is required by law, the articles of incorporation or these By-laws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors from the meeting, if any action taken is approved by at least as many directors as is required to act on behalf of the Board. Where these By-laws require a two-thirds or majority vote by the Board, such requirement shall be satisfied based on the number of directors present and voting.

Members of the Board may participate in a meeting through the use of conference telephone, electronic video, or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting in such a manner constitutes presence in person at such meeting.

Section 11. Action Without a Meeting of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 12. Director’s Duty of Care. A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of this corporation whom the director believes to be reliable and competent in the matters presented;

(b) counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

(c) a committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 13. Directors’ Duty of Loyalty. Subject to applicable Connecticut Law or any successor section thereto, prior to consummating a "self-dealing transaction"[1] or any part thereof, as applicable by Connecticut Law, either (A) the Board shall authorize or approve the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director's interest in the transaction; and, further, prior to authorizing or approving a self-dealing transaction, shall consider and in good faith determine after reasonable investigation under the circumstances that this corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (B) where it is not reasonably practical to obtain approval of the Board prior to entering into the transaction, a committee or person authorized by the Board shall approve the transaction in a manner consistent with the standards set forth in clause (A) of this section. In the event the procedure of clause (B) of this section is followed, the Board, after determining in good faith that the conditions of clause (B) of this section are satisfied, shall ratify the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or directors.

Subject to applicable Connecticut Law, or any successor section thereto, no contract or other transaction between this corporation and any corporation, firm or association in which one or more directors are directors of this corporation shall be authorized, approved or ratified by the Board or a committee of the Board unless the material facts as to the transaction and as to the director's or directors’ common directorships are fully disclosed or known to the Board or committee of the Board, and the Board or a committee of the Board authorizes, approves or ratifies the transaction in good faith by a vote sufficient without counting the vote of the common director or directors.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board, which authorizes, approves or ratifies a self-dealing transaction.

Section 14. Removal and Declaring Vacancies. The Board may remove from office, or declare vacant the office of, any director who has been declared of unsound mind by a final order or judgment of any court or convicted of any felony or who has been found by a final order or judgment of any court to have breached any duty arising under Connecticut Law. The Board also may, but shall have no obligation to, remove from office, or declare vacant the office of, any director who has failed to attend either three (3) Board meetings consecutively or four (4) out of any given set of eight (8) Board meetings.

Section 15. Filling Vacancies. In the case of a resignation, removal or other vacancy in the office of a director during the term for that office, a substitute director shall be elected for the remainder of that term at the regular or special meeting of the Board next following the date such resignation, removal or other vacancy is effective. The newly elected director shall hold office during the unexpired term of such director’s predecessor in office and until such director’s successor is elected. Any vacancy occurring on the Board as well as any directorship to be filled by reason of an increase in the number of directors shall be filled by majority vote of the Board or, if due to vacancy (ies) on the Board, the number of directors then in office is less than a quorum, by (1) the unanimous consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Connecticut Law or any successor section thereto, or (3) if there is only one director then serving, said sole remaining director.

Section 16. Compensation. Directors as such shall not receive any stated salaries or other compensation for their services. The Board may by resolution allow for the reimbursement of the costs and expenses of attendance at regular and special meetings of the Board or any committee of the Board.

Section 17. No Interest in Assets. No director shall possess any property right in or to the property of this corporation. In the event this corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the articles of incorporation.

Section 18. Resignation. Any director may resign effective upon giving written notice to the chairman of the Board, the president, the secretary or the board of directors of this corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. However, except upon notice to the Attorney General of Connecticut, no director may resign if this corporation would then be left without at least one duly elected director in charge of its affairs.

ARTICLE VI

Officers

Section 1. Officers. The officers of this Corporation shall be a president, a vice-president, a secretary, and a treasurer.

Section 2. Selection and Term of Office. The officers of this corporation shall be chosen by the Board of Directors from the members of the Board of Directors and shall serve a term of two years.

Section 3. Removal. Any officer selected by the Board may be removed by the Board whenever in its judgment the best interests of this corporation would be served thereby.

Section 4. Resignation. Any officer may resign at any time upon written notice to this corporation without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board.

Section 6. President. Subject to such powers and duties, if any, as may be prescribed by these By-laws or the Board for the chairman of the Board, if there be such officer, the president shall be the general manager and chief executive officer of this corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of this corporation. The president shall preside at all meetings of the Board. The president shall have all of the powers and shall perform all of the duties which are ordinarily inherent in the office of the president, and he or she shall have such further powers and shall perform such further duties as may be prescribed for the president by the Board.

Section 7. Vice Presidents. In the absence or disability or refusal to act of the president, the vice presidents (if any) in order of their rank as fixed by the Board or, if not ranked, the vice president designated by the Board, shall perform all of 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 presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the Board or these By-laws.

Section 8. Treasurer. The treasurer shall be the chief financial officer of this corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of this corporation. The treasurer shall receive and deposit all moneys and other valuables belonging to this corporation in the name and to the credit of this corporation and shall disburse the same only in such manner as the Board or the appropriate officers of this corporation may from time to time determine and shall render to the chief executive officer (if any) and the Board, whenever they request it, an account of all the treasurer’s transactions as treasurer and of the financial condition of this corporation. The treasurer shall have all of the powers and perform all of the duties incident to the office of treasurer, and shall have such further powers and shall perform such further duties as may be prescribed for the treasurer by the Board.

Section 9. Secretary. The secretary shall keep or cause to be kept at the Principal Office or such other place as the Board may order a book of minutes of all proceedings of the Board of Directors, with the time and place of each meeting, whether regular or special, and, if special, how authorized, the notice thereof given, and the names of those present. The secretary or, if the secretary is absent or unable or refuses to act, any other officer of this corporation shall give or cause to be given notice of all the meetings of the Board required by these By-laws or by statute to be given, and shall keep the seal of this corporation, if any, in safe custody. The secretary shall have all of the powers and perform all of the duties incident to the office of secretary, and shall have such further powers and shall perform such further duties as may be prescribed for the secretary by the Board.

Section 10. Executive Director. The Executive Director shall, subject to the control of the Board and in accordance with Article V, Section 1, of these By-laws, be delegated with the responsibility for the management and control of the business and operational affairs of the Corporation. These vested duties and responsibilities are to run concurrent with the contract for services between the Corporation and the Executive Director. Membership in the Corporation is not a requirement for appointment. The Executive Director shall serve as an ex-officio member of the Board and committees, other than Nominating, without a vote.

ARTICLE VII

Board Committees

Section 1. Directors. The Board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of one (1) or more directors as determined by the Board, to serve at the pleasure of the Board. Appointments to such committees shall be by a majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a) The approval of any action for which the Law also requires approval of the Board;

(b) The filling of vacancies on the Board or on any committee which has the authority of the Board;

(d) The amendment or repeal of By-laws or the adoption of new By-laws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repeatable;

(f) The appointment of committees of the Board or the members thereof;

(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or

(h) The approval of any "self-dealing transaction" except as provided by law.

Section 2. Regional Committees. The Board may create and/or disband such Regional committees as it determines appropriate from time-to-time, provided that all Regional committees shall be advisory only except as otherwise determined by Board resolution. The Regional Director shall nominate the persons to serve on the Regional Committees in the Regional Director’s respective region, with such nominations being subject to Board approval.

ARTICLE VIII

Miscellaneous

Section 1. Contracts. The Board may authorize any officer or officers to be agent or agents of this corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of this corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of this corporation shall be signed by such officer or officers, agent or agents, of this corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the treasurer and countersigned by the president or vice-president of the Board of this corporation.

Section 3. Deposits. All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the Board may select.

Section 4. Donations. The president or treasurer of this corporation or the president’s designee is authorized to accept donations which support the purposes of this corporation as set forth in the articles or incorporation of this corporation, whether such donation is for a specific project or projects or is for the general support of this corporation or its activities or programs.

ARTICLE IX

Books and Records

This corporation shall keep at its principal office in Connecticut, if any, the original or a copy of its articles of incorporation and By-laws as amended to date. The corporation will keep adequate and correct books and records of account and shall also keep minutes of the proceedings of its Board and committees of the Board. Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. Every member or director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation.

ARTICLE X

Annual and Other Reports

Section 1. Annual Statement of Certain Transactions. So long as required by the Law, this corporation shall furnish annually to its directors, within one hundred twenty (120) days after the close of this corporation's fiscal year, a statement that briefly describes each of the following transactions, if any:

(a) Any "covered transaction" with an “interested person” during the previous fiscal year involving more than twenty thousand dollars ($20,000), or which was one of a number of "covered transactions" in which the same "interested person" had a direct or indirect material financial interest, and which transactions in the aggregate involved more than twenty thousand dollars ($20,000). The description of such "covered transactions" should include the names of the "interested persons" involved in such transactions, stating such person's relationship to this corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated; and

(b) Any indemnification or advance aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of this corporation pursuant to the Law providing for the indemnification of officers and directors. The amount and circumstances of such indemnification should be stated.

Within the meaning of this section, a "covered transaction" with an "interested person" means a transaction in which this corporation and in which either of the following persons had a direct or indirect material financial interest: any director or officer of this corporation, or any holder of more than ten percent (10%) of the voting power of this corporation. A common directorship is not a material financial interest within the meaning of this section.

The statement required by this section shall be included in the report prepared pursuant to Section 2 of this article.

Section 2. Financial Information. The Board shall cause to be prepared within one hundred twenty (120) days after the close of this corporation's fiscal year, for their own use and for whatever further use the Board may duly authorize, a report containing in detail the following information:

(a) The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of this corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of this corporation, for both general and restricted purposes, during the fiscal year; and

(e) Any information required by Section 1 of this article.

The report required by this section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without audit from the books and records of this corporation.

ARTICLE XI

Indemnification of Directors, Officers, Employees and Agents

This corporation shall, to the maximum extent permitted by Connecticut Law, indemnify each of its present or former directors, officers, employees or other agents (hereinafter referred to as "Agents") against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding or any threatened proceeding (hereinafter "proceeding" includes any threatened proceeding) arising by reason of the fact that any such person is or was an Agent of this corporation; provided that the Board determines that such Agent was acting in good faith and in a manner such person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Payments authorized hereunder include amounts paid and expenses incurred in settling any such proceeding. The foregoing does not apply to any proceeding specifically excluded by law, which includes actions brought by or in the right of this corporation and certain actions alleging self-dealing or a breach of any duty relating to assets held in charitable trust.

If, because of the nature of the proceeding, this corporation is prohibited by the Law from indemnifying its Agent against judgments, fines, settlements and other amounts, this corporation shall nevertheless indemnify each of its Agents against expenses actually and reasonably incurred in connection with the defense or settlement of such proceeding arising by reason of the fact that any such person is or was an Agent of the corporation; provided that the Board determines that such Agent was acting in good faith and in a manner such person believed to be in the best interests of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances; and further provided that, to the extent required by law, the authority specified by law shall also approve the indemnification provided for by this paragraph.

Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this article or by law.

The Board may authorize this corporation to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by such person in such capacity or arising out of the person's status as such, whether or not this corporation would have the power to indemnify such person against such liability.

This article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an Agent of this corporation. Nothing contained in this article shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

ARTICLE XII

Limitation of Liability of Certain Directors and Officers

Section 1. Limitation of Liability to Third Parties of Volunteer Directors and Volunteer Executive Committee Officers. There shall be no personal liability to a third party on the part of a volunteer director or volunteer executive committee officer of this corporation caused by the director's or officer's negligent act or omission in the performance of that person's duties as a director or officer, if all of the following conditions are met:

(a) The act or omission was within the scope of the director's or executive committee officer's duties;

(b) The act or omission was performed in good faith;

(d) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to this corporation, either in the form of a general liability policy or a director's and officer's liability policy, or personally to the director or executive committee officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive committee officer shall not be personally liable for the damages if the Board and the person had made all reasonable efforts in good faith to obtain available liability insurance.

“Volunteer” means the rendering of services without compensation. “Compensation” means remuneration whether by way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a director or executive committee officer does not affect that person's status as a volunteer with the meaning of this Section 1.

Nothing in this Section 1 shall limit the liability of the corporation for any damages caused by acts or omissions of the volunteer director or volunteer executive committee officer.

This Section 1 does not eliminate or limit the liability of a director or officer for any of the following:

(a) As provided by applicable Connecticut Law; or

(b) In any action or proceeding brought by the Attorney General of Connecticut.

Nothing in this Section 1 creates a duty of care or basis of liability for damage or injury caused by the acts or omissions of a director or officer.

Section 2. Limitation of Liability of Certain Directors. Except as provided by Connecticut Law, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any non-paid director, including any non-paid director who is also a non-paid officer, of this corporation based upon any alleged failure to discharge the person's duties as a non-paid director or non-paid officer if the duties are performed in a manner that meets all of the following criteria:

(a) The duties are performed in good faith;

(b) The duties are performed in a manner such director believes to be in the best interests of the corporation; and

(c) The duties are performed with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

For purposes of this article, reimbursement of costs and expenses, per se, shall not cause an otherwise non-paid individual to cease being considered as a non-paid director and/or a non-paid officer (as applicable).

ARTICLE XIII

Corporate Loans, Guarantees and Advances

Except as provided by Connecticut Law, this corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer.

ARTICLE XIV

Amendments to By-laws

These By-laws may be altered, amended, repealed or added to by an affirmative vote of not less than sixty (60%) percent of the members.

[1] “Self-dealing transaction” is defined as a transaction to which the corporation is a party and in which one or more directors has a material financial interest. A “self-dealing transaction” does not include (a) an action of the Board fixing the compensation of a director as a director or officer of this corporation; (b) a transaction which is part of a public or charitable program of this corporation if it (i) is approved or authorized by this corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program; or (c) a transaction of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of one percent (1%) of the gross receipts of this corporation for the preceding fiscal year or one hundred thousand dollars ($ 100,000). This footnote is not part of this corporation’s By-laws and is intended for informational purposes only.