BYLAWS OF THE
CONNECTICUT FOUNDATION FOR OPEN GOVERNMENT, INC.
(including amendments adopted through June 20, 2018)
The Corporation shall be known as The Connecticut Foundation for Open Government, Inc. and shall be referred to in these Bylaws as the “Corporation.”
Purposes of the Corporation
The principal purpose of the Corporation is to educate the public and government officials about the importance of, and to promote the goal of, open and accountable government, consistent with the Freedom of Information Act and First Amendment principles.
The Corporation shall have no members. The Board of Directors may in its discretion designate various categories of donors and characterize them as membership levels, but they shall not be members within the meaning of the Non-Stock Corporation Act of the State of Connecticut, Chapter 600 of the Connecticut General Statutes, Revision of 1958, as amended, and Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future federal tax code) (the “Connecticut Non-Stock Corporation Act”).
Board of Directors
Section 4.1. Powers and Duties of the Board. The Board of Directors shall manage the activities, properties and affairs of the Corporation. The Board of Directors may exercise all of the powers of the Corporation, and delegate any and all such powers as it sees fit, subject to restrictions imposed by the Certificate of Incorporation, the Bylaws, and applicable law, including the Connecticut Non-Stock Corporation Act.
The powers of the Board of Directors shall include, but not be limited to the following:
- Develop and periodically review the purposes and mission of the Corporation and its strategic plan;
- Elect and remove officers of the Corporation and members of the Board;
- Create one or more committees of the Board;
- Amend the Corporation’s Certificate of Incorporation and Bylaws;
- Authorize the incurring of debts by the Corporation and the securing thereof by mortgage or pledge of real and personal property, tangible or intangible;
- Authorize the officers or agents of the Corporation to accept gifts or bequests and enter into contracts on behalf of the Corporation;
- Authorize the purchase, management, lease, pledge, exchange or sale of the Corporation’s assets; and
- Approve any plan of merger or proposal to dissolve the Corporation.
Section 4.2. Number, Qualification, Election and Terms of Office of Directors. There shall be not less than fifteen (15) and not more than 36 Directors, the number to be fixed from time to time by the Board. The initial Board of Directors shall be elected by the Incorporators. The Directors shall be elected thereafter in accordance with Section 4 of these Bylaws. Each elected director shall serve until the next Annual Meeting and until his or her successor has been elected and qualified. In the event of failure to hold an Annual Meeting, the Board of Directors may elect directors at a Special Meeting called for that purpose.
Section 4.3. Meetings and Notice. Meetings of the Board of Directors may be held within or without the State of Connecticut and shall be called by the Secretary for any time or place requested by the President or by at least one-fourth (1/4) of the members of the Board of Directors. Written notice of the time and place of each meeting shall be given to each director at least five (5) days before such meeting. Directors newly elected at a meeting of the Board of Directors may participate fully as Directors in the remainder of the meeting following the vote on their election, with no additional notice or other requirements.
Section 4.4. Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of June upon such day as may be chosen by the Board, or at such other time as the Board of Directors may direct. Written notice of the time and place of each annual meeting shall be given to each director at least ten (10) days before the annual meeting.
Section 4.5. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by any or all of the persons entitled to notice by written waiver filed with the Secretary of the Corporation either before or after such meeting. Actual attendance by any director at the meeting shall constitute a waiver of any notice requirement hereunder.
Section 4.6. Quorum and Voting. Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of one-third (1/3) of the directors then serving. Each director shall be entitled to one vote at each meeting, and decisions shall be made by majority vote of those directors present and voting unless otherwise specified in these Bylaws.
Section 4.7. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent to the action in writing. Such written consents shall be treated as a vote taken at a meeting, and the consents shall be filed with the records of meetings of the Board.
Section 4.8. Participation by Conference Call or Other Means. One or more directors may participate in a meeting of the Board of Directors by means of a conference telephone call or other similar means of communication that allows all participating directors to hear and communicate with one another, and such participation shall constitute presence in person at such meeting.
Section 4.9. Vacancies. The Board of Directors may fill additional, unfilled positions on the Board of Directors or any vacancies caused the by the death, disability, resignation or removal of any director, up to the maximum number of 36, by majority vote of the Board at any meeting of the Directors in accordance with these bylaws. A director elected to fill a vacancy shall serve for the unexpired portion of the term of his or her predecessor director.
Section 4.10. Resignation and Removal. Any director may resign at any time by giving written notice to the President of the Corporation or the Chair of the Board of Directors, and acceptance of the resignation is not necessary to make it effective. Such resignation will take effect at the time specified therein or if no time is specified upon receipt of the notice. Any director may be removed from the Board of Directors with or without cause by a majority vote of the directors present at any meeting in which a quorum is present.
Section 4.11. Compensation. Directors shall not receive any compensation for their services in such capacity, but may be reimbursed by the Corporation for their reasonable expenses and disbursements incurred in connection with the performance of their duties as directors. Upon approval of the Board of Directors, directors may be compensated for services provided to the Corporation in a capacity other than as director.
Section 5.1. Establishment of Committees. There shall be such standing committees as are provided for in this Article V and such other committees as the Board of Directors may from time to time establish by resolution. The standing committees shall have the powers and duties set forth in this Article V, and other committees shall have the powers and duties set forth in the resolutions establishing them. Unless otherwise provided in this Article V or by resolution of the Board of Directors, the Chair of the Board shall appoint the members and chairs of all committees. People who are not Directors may be appointed by the Chair of the Board to serve as members of any committee, other than the Executive Committee or any committee that has been delegated authority to act for the Board of Directors.
Section 5.2 Executive Committee. There shall be an Executive Committee comprised of the Corporation’s officers as provided in Article VI, and such other directors as shall be elected by the Board of Directors. The President of the Corporation shall be the chair of the Executive Committee. The Executive Committee shall meet at such times as it shall determine, and at the call of the Chair. The Executive Committee shall have the power to transact all business of the Corporation between meetings of the full Board of directors and shall have general authority to supervise the affairs of the Corporation to the extent not exercised by, or reserved by law or these Bylaws to, or by prior limitation of, the full Board of Directors. The Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors.
Section 5.3 Governance Committee. There shall be a Governance Committee, which shall have the authority and duty to review and nominate candidates for the Board of Directors, review and nominate candidates to be Officers of the Corporation, review and recommend amendments to the Corporation’s Certificate of Incorporation and Bylaws, and make other recommendations related to the effective governance of the Corporation.
Section 6.1. Titles, Election, and Duties. The Board of Directors shall elect at the annual meeting a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary. The Board of Directors may, in addition to the foregoing, at the annual or any other Directors’ meeting, appoint such other officers they deem expedient or necessary. Any two offices except that of President, Secretary, and Treasurer may be filled by the same person. The duties of the officers shall be such as are imposed by these Bylaws and from time to time established by resolution of the Board of Directors.
Section 6.2. President. President shall preside at all meetings of the Board of Directors. In the absence of the President, the senior most Vice President in attendance shall preside at such meeting and perform such duties as designated by the Board of Directors. The President shall, subject to the direction of the Board of Directors, be the chief executive officer of the Corporation. The President shall exercise general supervision and direction over the business and affairs of the corporation, and shall perform such other duties as from time to time may be assigned to the President by the Board of Directors.
Section 6.3. Treasurer. The Treasurer shall, subject to the direction of the Board of Directors, have the custody of all the personal property and securities of the Corporation; disburse funds of the corporation as directed by the Board of Directors or the President as authorized by delegation of the Board of Directors; appropriately maintain the financial records of the Corporation; prepare and submit upon request of the Board of Directors a full report of the finances and transactions of the Corporation and of the Treasurer’s official acts; and perform such other duties as from time to time may be assigned by the Board of Directors or the President.
Section 6.4. Secretary. The Secretary shall keep the minutes of all meetings of the Corporation, and of the Board of Directors, have charge of the seal of the Corporation, provide notice of meetings, and in general perform all the duties incident to the office and such other duties as from time to time may be assigned by the Board of Directors or the President.
Section 6.5. Removal, Resignation, and Vacancies. Any officer of the Corporation may be removed with or without cause at any meeting of the Board of Directors by a vote of a majority of the directors present and voting, a quorum being present. Any officer may resign at any time by giving written notice the President or to the Chair of the Board of Directors, and such resignation shall take effect at the time specified therein, or if no time is specified, then at the time of receipt of the notice. A vacancy in any office of the Corporation due to death, disability, resignation, removal or other cause may be filled by majority vote at any meeting of the Board of Directors, and any officer so elected shall serve for the unexpired portion of the term of his predecessor unless otherwise specified by the Board.
Indemnification, Immunity, Conflict of Interest
Section 7.1. Indemnification. The Corporation shall indemnify and advance expenses to Directors, officers, employees and agents of the Corporation to the maximum extent permitted by law, including without limitation sections 33-1116 through 33-1124 of the Connecticut General Statutes, as they may be amended from time to time. The Corporation may procure insurance providing greater indemnification to such persons as well as to volunteers.
Section 7.2. Immunity. Notwithstanding any other provision in these Bylaws, the Directors and officers of the Corporation shall be immune from civil liability for any act or omission resulting in damage or injury to the full extent provided under Section 52-557m of the Connecticut General Statutes, as that statute may be amended from time to time.
Section 7.3. Conflict of Interest. The Corporation shall adopt a comprehensive conflict of interest policy, which the Board shall periodically review and revise as it deems appropriate.
Amendments to these Bylaws and the Certificate of Incorporation may be proposed by any Director and shall be passed upon by two-thirds (2/3) vote of the entire Board of Directors of the Corporation, provided that written notice of any proposed amendment shall be mailed to all directors at least five (5) days before the meeting at which the amendment is considered. The Certificate of Incorporation shall not be amended, however, to permit the Corporation to engage in any activity which would be inconsistent with its classification as an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future federal tax code).
Mitchell W. Pearlman, Secretary
As amended June 20, 2018