Bylaws

BYLAWS
OF
THE CONNECTICUT
FOUNDATION FOR OPEN GOVERNMENT, INC
(including amendments adopted through June 9, 1999)

ARTICLE I

The Corporation
The Corporation shall be known as the Connecticut Foundation for Open Government, Inc. and shall be referred to in these Bylaws as the “Corporation.”

ARTICLE II

Office
The principal office of the Corporation shall be located in Danbury, Connecticut. The Corporation may also have other offices as the Board of Directors may from time to time determine.

ARTICLE III

Members
The Corporation shall have no members.

ARTICLE IV

Directors
Section 1. Powers. 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, 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).

Section 2. Number, Qualification, Election and Terms of Office. There shall be not less than fifteen (15) nor more than thirty (30) directorships, 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 at the Annual Meeting as defined in Section 4 of these Bylaws, in the same number as there are directorships. 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 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 t5) days before such meeting. Actual attendance by any director at the meeting shall constitute a waiver of any notice requirement hereunder. The first meeting of the newly elected Board of Directors may be held immediately following the meeting at which the directors shall have been elected, in which case no notice need be given for such a meeting. Each director shall be entitled to one vote at each meeting.

Section 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. 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 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.

Section 6. Quorum. Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of a majority of the entire Board. A director may participate in a meeting of the Board by means of a conference telephone or other device enabling all participating directors to hear one another and such participation shall constitute presence in person. 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 in writing.

Section 7. Vacancies. The Board of Directors may, by nomination, fill additional, unfilled positions on the Board of Directors up to the maximum number of 25, for the remainder of the term, by majority vote of the entire Board then constituted, at a Special Meeting of the directors duly called. Also, in the event of the death, disability or resignation of a director during his or her term, the Board of Directors shall have the right to appoint a successor to fill the vacancy for the unexpired portion of such director’s term.

Section 8. 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 on behalf of the Corporation. 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 9. Written Consent. If all the directors severally or collectively consent in writing to any action taken or to be taken by the Corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors. Such written consents shall be filed in the minute book of the Corporation.

Section 10. Executive Committee. At each Annual Meeting there shall be elected an Executive Committee composed of five (5) of the directors. The Committee shall elect a Chairman from among its members. Any other Director may be called upon by the Chairman of this Committee to serve as an alternate member of this Committee, and to attend any meeting of this Committee with full power to act as such member. The Committee shall meet at such times as it shall determine, and at the call of the Chairman. The Committee shall have general supervision of the affairs of the Corporation to the extent not exercised by, or reserved by law to, 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.

ARTICLE V

Officers

Section 1. Titles, Election, and Duties. The Directors shall appoint at the Annual Meeting a Chairman of the Board, an Executive Director/President, a Treasurer, and a Secretary. The Directors may, in addition to the foregoing, at the annual or any other Directors’ meeting, appoint any other officers the appointment of which they deem expedient or necessary. Any two offices except that of Executive Director/President and Secretary may be filled by the same person. The officers need not be residents of Connecticut. The duties of the officers shall be such as are imposed by these Bylaws and from time to time prescribed by the Directors. All officers shall serve at the pleasure of the Board of Directors with the exception of such paid, full‑time officers as the Board determines will be entitled to written employment agreements, which officers will serve under such terms and conditions as may be negotiated by such individuals and the Board.

Section 2. Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors. In the absence of the Chairman, the Board of Directors shall elect a Chairman pro tempore from among its members who shall preside at such meeting and perform such duties as designated by the Board of Directors.

Section 3. Executive Director/President. The Executive Director/President shall, subject to the direction of the Board of Directors, be the chief executive officer of the Corporation. He shall exercise general supervision and direction over the business and affairs of the Corporation, and shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors. He may be a full‑time paid officer of the Corporation and may, at the discretion of the Board, be elected also to serve as a director.

Section 4. 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, and shall render to the Directors, when required by them, a full report of the transactions of the Corporation and of his official acts, and shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors or the Executive Director/President.

Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the Corporation, and of the Board of Directors, shall have charge of the seal of the Corporation, 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.

ARTICLE VI

Agents and Attorney

The Board of Directors may appoint such agents and attorneys, with such powers and to perform such acts and duties on behalf of the Corporation, as the Board of Directors may determine.

 

ARTICLE VII

Amendments

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