BYLAWS
OF
Section
1.1. NAME. The name by which the Corporation shall be
known is the Tariffville Village Association, Inc. (the “Corporation”).
Section
1.2. APPLICABLE LAW. The Corporation is a nonstock corporation
and incorporated under the Connecticut Revised Nonstock Corporation Act,
Section 33-1000 et. Seq. (the “Act”) and shall have all the powers of a
Connecticut nonstock corporation, provided that the activities of the Corporation
are consistent with Section 501 (c) (3) and Section 170 (c) (2) of the Internal
Revenue Code of 1986, as amended.
Section 1.3. MISSION. The
mission of the Corporation is to advance the education and understanding of
visitors and the citizens of the Town of Simsbury and the Village of
Tariffville, with regard to the history, culture, heritage, architecture,
ethnic diversity and unique natural features of the Village and to lessen the
burdens of the Government of the Town of Simsbury by assisting in, and
fundraising for the development of a variety of public works, monuments and
structures in the Village of Tariffville and the economic development of the
Village through the promotion and hosting of cultural, historical, and
recreational events.
Section 2.1. MEMBERS. The Corporation shall have two classes of voting, dues paying
members: Individual and Family.
Section 2.2. QUALIFICATIONS FOR MEMBERSHIP ON BOARD OF
DIRECTORS. Pay annual dues on a schedule as determined by the
Board of Directors at the Annual Meeting each year.
Section 2.3. MEETINGS OF
MEMBERS.
(a) Annual Meeting. The Annual Meeting of the
Corporation shall be held each year during the month of January, or at a date
and time to be set by the Board of Directors. The Board of Directors shall present an Annual Report to the Members at
the Annual Meeting, which shall include the accomplishments of the previous
year and the plans for the coming year. At the Annual Meeting, the Board of Directors shall elect directors and
the officers for the year. The Board of
Directors may also elect Directors at other times. The terms of such Directors shall run until the first Annual
meeting following their election.
(b) Membership Meetings. In addition to the Annual Meeting, the Members may conduct
regular meetings at a date and time set by the Board of Directors.
(c) Special Meetings. Special Membership
meetings shall be held upon the call of the President or the Executive
Committee or upon written request of at least ten Members.
(d.) Notice. Members
shall be notified of any meeting no less than five days
prior to the meeting. Notification may
be by e-mail, telephone or notice on the Corporation’s website.
SECTION 2.4: VOTING. There
will be one vote per Individual membership and two votes per Family
membership. All members whose dues are
current shall be eligible to vote.
ARTICLE 3
Section 3.1. ROLES AND RESPONSIBILITIES:
The Board of Directors is
responsible for all functions and business of the Corporation and delegates
responsibility for the day-to-day operations to the Corporation and to
appropriate committees.
Section 3.2. COMPOSITION. The Board of Directors shall consist of between 5 and 25 elected
Directors who shall be dues paying members in good standing.
Section 3.3. REMOVAL AND VACANCIES. Directors shall be deemed to have resigned if they have three unexcused absences from Board of Directors meetings. By a majority vote of the Board of Directors, a Director may retain his or her seat if he or she resumes attending Board of Directors meetings on a regular basis. Directors may also be removed for cause by a majority vote of the Board of Directors. In the event that a Director leaves the Board prior to the expiration of his or her term, the Board of Directors may elect a new Director to complete the term during which the vacancy occurred.
Section 3.4. QUORUM AND VOTING. At least sixty-six percent
(66%) of the Board of Directors must be present to constitute a quorum eligible
to vote on any issue. All Directors are
eligible to vote on any question presented to them. Once a quorum is present, any decision of the Board of Directors
requires approval by a majority of the Directors present. At all meetings of the
Board of Directors, each Director is entitled to cast one (1) vote. Proxy voting by the Directors is not
permitted.
Section
3.5. MEETINGS. The Board of
Directors shall have no less than six (6) meetings annually, as decided by the Board of
Directors. Directors are expected to
attend at least eighty percent (80%) of all meetings. All meetings shall require at least one week’s notice, which
notice shall also be made to all Members. Notification may be by e-mail or telephone. Every meeting shall be open
to any Member of the Corporation, and every meeting’s agenda shall
provide an opportunity for Members to present relevant issues, positions,
information or opinions to the Board of Directors for its consideration.
Section 3.6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the
President at any time, and shall be called by the President upon the written
request of a third of the Directors of the Board of Directors serving at any
time.
Section 3.7. UNANIMOUS
CONSENT. In lieu of any regular or Special meeting
and vote of the Board of Directors, the unanimous written consent of all of the
Board of Directors may be executed with respect to any action taken or to be
taken by the Board of Directors, and said consent shall have the same force and
effect as a unanimous vote of the Board of Directors at a duly called or held
meeting.
Section 3.8. PARTICIPATION IN MEETING BY TELEPHONE. A Director may participate in a meeting of the Board of Directors
by means of a conference telephone or similar communication equipment enabling
all Directors participating in the
meeting to hear one another, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
OFFICERS
Section
4.1. IDENTITY. The officers of the Corporation shall be the
President, a Vice President, a Secretary and a Treasurer. Officers shall be Directors. Except as provided below, a person may not simultaneously hold two (2)
or more of those offices.
Section 4.2. QUALIFICATIONS
FOR OFFICE. Candidates for office shall have the
following qualifications: members in
good standing and Directors.
Section
4.3. ELECTION; TERM. Every year, at its Annual Meeting, the Board
of Directors shall elect all the officers. All the elected officers shall serve for a term of one (1) year and
until their successors are duly elected and qualified. Officers may not serve more than five (5) consecutive terms.
Section
4.4. DUTIES OF OFFICERS The duties and powers of the officers of the
Corporation shall be as follows:
(a) PRESIDENT. The President shall
represent the Corporation before the general public and shall perform such
other duties as are properly required of him or her by the Board of Directors
or the Membership. The President shall
convene and preside at all meetings of the Board of Directors and the
Membership. The President shall appoint
Standing and ad hoc committees. The
President shall also sign grant proposals, contracts or other official
documents on behalf of the Corporation.
(b) VICE PRESIDENT. The Vice
President shall have such powers and perform such duties as the Board of
Directors or the Membership may from time to time prescribe and shall perform
such other duties as may be prescribed by these Bylaws. At the request of the President, or in the
case of his or her absence or inability to act, the Vice President shall
perform the duties of the President and, when so acting, shall have the powers
of and be subject to all the restrictions upon the President. The Vice President shall identify any
development needs of the Board of Directors and coordinate training,
development and planning retreats as appropriate. The Vice President may also
serve as the Chair of a Committee.
(c) SECRETARY. The Secretary shall oversee the keeping of the minutes of the meetings of the Membership and the Board of Directors and shall announce all meetings (Membership, Board of Directors and Committees). The Secretary shall have custody of all minutes, the official membership list and the Corporation’s records, except to the extent that the Board of Directors authorizes another person to have such custody and possession. The Secretary shall manage official correspondence of the Board of Directors. The Secretary may also serve as Chair of a Committee.
(d) TREASURER. The Treasurer shall serve as the Chair of
the Finance and Budget Committee and shall oversee the keeping of the fiscal
accounts. The Treasurer shall exhibit
at all reasonable times his or her books and accounts to any member of the
Board of Directors. The Treasurer shall
ensure that a statement of the condition of the finances is presented at each
regular meeting of the Board of Directors, at such other times as shall be
required by the Board of Directors, and at all Membership meetings. The Treasurer shall assist the Finance and
Budget Committees in the preparation of the budget.
Section
4.5. REMOVAL AND VACANCIES.
Officers may be removed by a majority vote of the Board of Directors if they have three consecutive unexcused absences from Board of Directors, Executive Committee or Membership meetings or for cause. The Vice President shall serve as Interim President in the event of the removal or vacancy of the President and assume all rights and responsibilities until a new President is elected by the Board of Directors, at which time a replacement Vice President may also be elected if necessary from qualified membership, in each case to complete the term during which the vacancy occurred.
There shall be up to six
Standing Committees of the Board of Directors including:
·
Executive
Committee
·
Nominating
Committee
·
Finance
and Budget Committee
·
Fundraising
Committee
·
Communications
and Public Relations Committee
·
Planning
and Development Committee
The President will appoint members to the Standing
Committees. Members of the Standing
Committees need not be Directors, except for the Committee chairs and with the
exception of the Executive, who shall be Directors. The Board of Directors has the authority to establish additional
Standing Committees as needed.
Section 5.2. Executive Committee
The Executive Committee
shall be made up of the four officers and the Committee Chairs. The duties of the Executive Committee shall be determined from time to
time by resolution of the Board of Directors
The Chair of the Board of Directors shall appoint
the Nominating Committee Chair.
The Nominating Committee shall submit a slate of
candidates for the Board of Directors
and to fill the four officer positions at its meeting prior to the Annual Meeting and such slate shall be voted upon at the Annual Meeting of Members.
The Treasurer shall chair
this committee. This committee is responsible for the following:
1.
Reviewing
and reporting monthly financial activity to the Executive Committee and to the
Board of Directors;
2.
Preparing
the annual budget;
3.
Maintaining
financial books and records;
4.
Making
recommendations to the Executive Committee regarding financial matters; and
5.
Maintaining
membership records.
Section
5.5. Fundraising Committee
This committee is
responsible for the following:
1. Developing plans for fundraising and accessing resources; and
2. Implementing fundraising plans.
Section
5.6. Communications and Public Relations Committee
This committee is
responsible for generating and responding to all internal and external communications in a way that furthers the
mission of the organization, creating goodwill and a positive public image for
the organization.
Section
5.7. Planning and Development Committee
The responsibilities of this committee
include, but are not limited to:
1.
Long Range
planning for the Corporation
2.
Designs for
specific areas of the village, such as parks, sidewalks, open space, and
trails.
3.
Identifying
and recommending events for the Corporation.
Section
5.8. Ad Hoc Committees
The
Board of Directors may create and dissolve ad hoc committees as needed to
conduct the business of the Board of Directors and the organization.
The fiscal year for the Corporation shall end on December 31.
Article
7
Conflicts
of Interest
The Corporation shall adopt a policy and procedures to assure that any conflicting interest transactions, as that term is defined in Section 33-1127 of the C.G.S., or any transaction that might be deemed an excess benefit transaction, as that term is defined in Section 4958 of the Internal Revenue Code, involving a disqualified person, including members of the Board of Directors and officers, shall only be undertaken after the requisite disclosure and voting by Directors as provided in Sections 33-1129 and 33-1130 of the C.G.S. and under any relevant regulations of the I.R.S., in order to avoid any excess benefit transactions or directors’ conflicting interest transactions.
ARTICLE 8
AMENDMENTS
These bylaws may be amended when
necessary by a sixty-six percent (66%) vote of the Board of Directors. The Board of Directors will recommend
amendments and the proposed amendments must be submitted to the Secretary to be
sent out with regular announcements.
These bylaws were approved
at a meeting of the Board of Directors of the Corporation on July 1, 2004.
