ARTICLE I (OFFICES)

Sec. 1.0 Location. The principal office of the Corporation shall be located at such place as the Directors shall from time to time designate.  The Corporation may maintain additional offices at such


The Corporation shall have and shall continuously maintain in Connecticut a registered office at such place as may be designated by the Board of Directors.

ARTICLE II (MEMBERS)


Sec 2.01 Membership - The membership of the Corporation shall consist of the Board of Directors.

ARTICLE III  (BOARD OF DIRECTORS)


Sec 3.01 Power of Board. The affairs of the Corporation shall be managed by the Board of Directors.

Sec. 3.02 Number of Directors. The number of directors of the Corporation shall not be fewer than seven, and not more than fifteen.

Sec. 3.03 Election and Term of Directors

A. The first Board of Directors of the Corporation shall consist of those persons named as normal directors in the Organizational Meeting.  Such persons shall hold office until the first anual election of Directors.  Thereafter, at each annual meeting of the Board of Directors, the Board shall elect one half the number of Directors to provide a staggering of Director terms. 

B. Directors shall be elected by the affirmative vore of a majority of the Board of Directors at the annual meeting of the Corporation or at any other meeting of the Board called for such surpose.  If a Director or Directors are to be elected at any meeting other than the annual meeting, notice of such meeting shall be given in accordance with Sec 309 of this Article III, provided, however, that such notice shall specify that a purpose of the meeting is the election of one or more Directors. 

Sec. 3.04 Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors then in office though less than a quorum of the Board.  A Director elevated to fill a vacancy shall be elected for the unexpired term of his predecessor in office and until his sucessor is elected and qualified.

Sec. 3.05 Removal of Directors.  A Director may be removed with or without cause at any time by action of the Board, provided that notice of the Board's proposed action is included in the notice of the meeting at which vote is taken.

Sec. 3.06. Resignations.  Except as otherwise requested by law, any Director of the Corporation may resign at any time by giving written notice to the Board or to the President or Secretary of the Corporation.  Such resignation shall take effect at the time specified in such notice, or upon receipt of the notice if no time is specified.  Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.

Sec. 3.07 Quorum of Directors and Manner of Acting.  Unless a greater proportion is required by law or these Bylaws, a majority of the number of Directors then in office shall constitute a quorum for the transaction of business; provided, however, that in no event shall a quorum consist of less than one-third of the number of Directors so fixed in these Bylaws.  Except as otherwise provided by law or the Articles of Incorporation of these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. 

Sec. 3.08 Annual and Regular Meeting. The annual meeting of the Board of Directors shall be held without other notice than by this Bylaw on the first Thursday in December of each year at the Corporation's principal office.  Such annual meeting may be held on another date or at another location, pursuant to the resolution of the Board, provided at least fifteen days' notice of the new date for the annual meeting is given to each Director.  The Board shall meet at least six times annually (including the annual meeting), with all Directors provided at least seven days' written notice.

Sec 3.09 Notice. Whenever notice is required to be given under any provision of these Bylaws, it may be given by written notice delivered personally, by traditional or electronic mail, or by facsimile to an address indicated on the records of the Corporation.  If mailed, such notice shall be deemed to be delivered three days after being deposited in the mail.  If electronically delivered, notice shall be deemed delivered when transmitted.

Sec 3.10 Waiver of Notice. Any Director may waive notice of any meeting, either before or fter the time notice would have been required.  A Director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.  Except as specifically required by the Articles, or these Bylaws, neither the business to be transacted at, not the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice, of such meeting.

Sec. 3.11 Informal Action by Directors; Meetings by Conference Telephone.  Any action required or permitted to be taken by the Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the Directors authorizing the action.  Such consent shall have the same force and effect as a unanimous vote. The signed documents setting forth such consent by all the Directors shall be filed with the minutes of proceedings of the Board.  Any or all Directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or by an means of communications by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. 

Sec. 3.12 Compensation of Directors. The Corporation shall not pay any compensation to Directors for services rendered to the Corporation, except that Directors may be reimbursed for expenses reasonably incurred in the performance of the duties to the Corporation.  A person serving as a Director may be compensated for services provided to the Corporation in any other capacity.

Sec 3.13 Conflict of Interest Policy.  Adoption of a substantial Conflict of Interest policy demonstrates that the Corporation is operating to promote the health of the comunuty as a whole.  Directors shall be required to adhere to the Conflict of Interest policy and sign a statement pledging to individually and collectively avoid actual or potential conflicts of interest.

A. An "interested person" is a Director, a principal officer or a member of a committee with Board-delegated powers or members of their immediate families who has a direct or indirect "financial interest," as defined below:

B. "Financial Interest" is defined as:
    1. A person who has, directly or indirectly through business, investment or family
        a. An ownership or investment interest in any entity with which the Corporation has a transaction or         arrangement; or
        b. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
        c. A potential ownership or investment interest in, or compensation with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration and gifts or favors which are substantial in nature

C. Interested persons must disclose an actual or potential conflict of interest or financial interest and all material facts relating thereto.

​D. When a conflict of interest is disclosed, the Directors shall:
  1. Require that the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the confilct of interest.
  2. Appoint, if appropriate a non-interested person or committee to investiate alternatives to the proposed transaction or arrangement.

  3. Determine by a majority vote of the non-interested Directors present, that the transaction of arrangement is in the Corporations' best interest and for its own benefit is fair and reasonable to the organization, and, after exercising dur diligence, determining that the organization cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances; and 
  4. Take appropriate disciplinary action with respect to an interested person who violates the Conflict of Interest policy to protect the Corporations' best interest.

​E. The minutes of the Director's meetings and all committees with Board of Director's delegated powers shall include: 
  1. The names of the persons who disclosed financial interests, the nature of the financial interest and whether the Directors determined a conflict of interest existed; and 
  2. The names of the persons who were present for discussions and votes relation to the transaction or arrangement; the content of these discussions, including any alternatives to the proposed transaction or arrangements, and a record of the vote.

































































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Disaster recovery and resiliency in Connecticut