ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
THE MOTHERS’ CONNECTION OF THE FARMINGTON VALLEY, INC.,
A CONNECTICUT NON-STOCK CORPORATION
The undersigned, being all of the Board of Directors of The Mothers’ Connection of the Farmington Valley, Inc., acting by written consent without a meeting pursuant to Section 33-1097 of the Connecticut Revised Nonstock Corporation Act and Article III, Section 3.5 of the Bylaws of the Corporation, do hereby take the following action as though at a meeting duly called, noticed, and held:
WHEREAS, the Incorporator of the Corporation adopted the Corporation’s Bylaws on January 7, 1993; and
WHEREAS, the Directors now desire to amend and restate the Bylaws of this Corporation in their entirety, NOW, THEREFORE, BE IT
RESOLVED, the Directors hereby unanimously adopt, ratify, and approve the Amended and Restated Bylaws of the Corporation attached hereto as Exhibit A.
This Action by Unanimous Written Consent of the Directors is executed effective as of the 27th day of October, 2020.
Kate Tripp, Director
Kelly Manoj John, Director
Carlin Fox, Director
Cammy DiGenti, Director
Rachel Crocket, Director
Jessica Sullivan, Director
Michelle Reynolds, Director
Michelle Hetrick, Director
Jessica Komarow, Director
Jean Manseau, Director
AMENDED AND RESTATED BYLAWS
THE MOTHERS’ CONNECTION OF THE FARMINGTON VALLEY, INC.,
A CONNECTICUT NON-STOCK CORPORATION
1.1 Name. The name of the Corporation is The Mothers’ Connection of the Farmington Valley, Inc., hereinafter, the “Corporation.”
1.2 Principle Office. The principle office of the Corporation shall be located at 124 Winding Lane, Avon, Connecticut, 06001 or such other place and the Board of Directors may from time to time designate.
1.3 Mission and Purpose. The Corporation’s mission and purpose is to foster meaningful connections, create a sense of community, and provide a supportive and collaborative atmosphere for mothers. In the same context, the Corporation will endeavor to provide activities, support, resources and encouragement to women in their roles as mothers by:
Offering mothers and children opportunities for a variety of educational and fun activities.
Providing the framework for mothers and children to socialize and develop friendships.
Introducing mothers and children to ways they can get involved and contribute to the community.
All external communications of the Corporation or its members on behalf of the Corporation shall be consistent with the aforementioned mission and purpose.
MEMBERSHIP AND RIGHTS
2.1 The Members. There will be two classes of members: Active Members and Sponsor Members:
Active: An Active Member is any mother or prospective mother who successfully petitioned for acceptance as an Active Member. Applications for Active Members will be petitioned upon such forms provided by the Corporation. The requirements, duties, responsibilities and rights of Sponsor Members shall be determined from time to time by the Board.
Sponsor: A Sponsor Member is any adult individuals, associations and/or Corporations that has an interest in supporting the Corporation that successfully petitioned for acceptance as a Sponsor Member. The requirements, duties, responsibilities and rights of Sponsor Members shall be determined from time to time by the Board.
2.2 Membership Requirements. All members will be responsible for paying annual dues within the time and conditions established by the Board of Directors. The annual dues may be different for each class of members, provided the annual dues shall be the same for each member in a particular class of membership. The Board may also establish participation requirements for members.
2.3 Rights of Members. Only Active Members in good standing are entitled to vote. Good standing shall have such definition as set by the Board. Each Active Member in good standing is entitled to one vote. Active Members may only vote on the election of the Board of Directors. Sponsor Members have no voting rights. All members shall have all rights afforded members under the Connecticut Revised Nonstock Corporation Act.
2.4 Annual Meeting. The annual meeting of the Corporation shall be held at a time and place set by the Board, or at such other time and as the President may designate in the notice of the meeting for the purpose of electing Directors and transacting such other business as may properly come before the meeting.
2.5 Quorum. Numerical majority of active members present and entitled to vote at any meeting is act of the members of the Corporation.
2.6 Removal. A member may be removed at any time by a majority vote of the Board when such member’s actions do not align with the mission and purpose of the Corporation. This may include but is not limited to failure to pay dues within sixty (60) days after when due and payable, or any conduct that the Board determines as harassing, bullying, degrading, negative, inflammatory, intimidating, vulgar, or mean spirited. For the avoidance of doubt, such conduct includes conduct via social media. A member may also be removed when their actions interrupt the business, property and affairs of the Corporation.
3.1 Authority and Number. The business, property and affairs of the Corporation shall be under the care and management of a Board of Directors. The Corporation shall have not more than fifteen (15) nor less than three (3) Directors. The number of Directorships shall be the number fixed by resolution of the Directors, or, in the absence thereof, shall be the number of Directors serving at the close of the preceding annual meeting of the Corporation.
3.2 Terms. Directors shall be elected by a majority vote of the Active Members at a duly held meeting, or by a majority vote of the remaining Board. Each of the Directors shall hold office for two (2) years, and shall hold office until the second anniversary of their inception and until her successor is elected and qualifies, provided that a Director elected to fill a vacancy shall be elected for the unexpired portion of the term of her predecessor in office.
3.3 Meeting and Notices. Annual meetings of the Board of Directors shall be held at the principle offices of the Corporation unless otherwise specifically directed by the President. Annual meeting shall be held immediately following the annual meeting of the Corporation, for the purpose of electing officers for the ensuing year and transacting such other business as may properly come before the meeting.
Regular meetings of the Directors may be held at such times and places as, in the opinion of the President or a majority of the Directors, the interests of the Corporation shall require, reasonable notice having been given thereof.
Special meetings of the Directors shall be held whenever called by the President of by the Secretary upon the written request of at least one-third of the Directors. At least two days’ written or oral notice stating the time, place and purpose of special meeting shall be given to each Director. No business other than that stated by the notice of special meeting may be conducted.
A written waiver signed at any time by a Director entitled to notice shall be the equivalent to the giving of notice. The attendance of any Director at a meeting shall be deemed to be a waiver by him or her of notice of the meeting.
Directors are required to attend at least three (3) meetings per year.
3.4 Quorum, Action by the Board of Directors and Adjournment. A majority of the Directors at the time shall constitute a quorum for the transaction of business; and the act of numerical majority of the Directors at a meeting which a quorum is present shall be the act of the Board of Directors, unless the presence of or act of a greater number is specifically required by these Bylaws, the Corporation’s Certificate of Incorporation, or the Connecticut General Statutes. If a quorum shall not be present at any meeting of Directors, a majority of the Directors present as such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
3.5 Action Without a Meeting. Any action which may be taken at a meeting of the Directors or a committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, or to be taken, shall be signed by all of the Directors or all of the committee members entitled to vote with respect to the subject matter of such meeting, and the number of such Directors or committee members, as the case may be, constitute a quorum for such action. Such consent shall be filed with the minutes of the Directors’ of committee’s meetings.
3.6 Meeting by Conference Telephone. A Director of member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors of all committee members participating in the meeting to hear one another, and participation in a meeting shall constitute presence in person at such meeting.
3.7 Resignations. The resignation of any Director shall be in writing and shall be effective immediately upon receipt by the Corporation if no time is specified, or at such later time as the resigning Director may specify and the Corporation shall accept.
3.8 Removal of Directors. Any Director may be removed at any time and for any reason or no reason by the majority vote of all Directors at a special meeting of the Directors called expressly for the purpose of considering such removal.
3.9 Compensation. No Director shall receive compensation for services rendered to the Corporation in such capacity, but Directors shall be entitled to reimbursement for expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board shall determine. In addition, Directors may receive reasonable compensation for services performed in other capacities for on behalf of the Corporation.
COMMITTEES OF THE BOARD
4.1 Creation. The Board of Directors may designate, at any meeting of the Corporation, two or more Directors to constitute standing or ad hoc Committees of the Board.
Such Committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated and as provided in the resolution or resolutions creating such Committee or Committees. Each Committee shall select Committee from among its number a Chairman. The creation of such Committee or Committees shall not operate to relieve the Board of Directors, and Individual Director, or the officers of any responsibility imposed on such persons by law.
4.2 Meetings. Regular meetings of Committees may be held at such time and place as shall from time to time be determined by such committees, and special meetings of Committees may be called by any Committee member two days’ notice to the other member of such Committee, or upon shorter notice as may be agreed to in writing by each of the other members of such Committee, given either personally or in the manner provided in the Bylaws pertaining to notice for the Board of Directors’ meetings.
4.3 Vacancies. Vacancies on Committees shall be filled by the President.
4.4 Quorum. A majority of the membership of each Committee shall be necessary to constitute a quorum.
4.5 Manner of Acting. The act of a majority of the members of a committee present at any meeting at which there is a quorum shall be the act of such Committee.
4.6 Minutes. Each Committee shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
5.1 Offices, Appointment, Term and Vacancies. The Officers of the Corporation shall initially consist of a President, Secretary, and Treasurer. The Directors shall elect from among their number all of the foregoing officers and may elect, in addition to the foregoing, such other officers as the Board of Directors may deem necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Officers shall be elected at the annual meeting of the Board of Directors for a term extending until the next succeeding annual meeting. Each such officer shall hold office for the term for which he or she is elected and until his or her successor has been elected and qualified. Any vacancy or vacancies occurring in office of the Corporation may be filled for the unexpired term by the concurring vote of a majority of the remaining Directors, though such remaining Directors are less than a quorum, though the number of Directors at the meeting are less than a quorum, and though such majority is less that a quorum.
5.2 President. The President shall preside at each meeting of the Directors and the annual meeting of the Corporation and shall have such powers and duties as usually pertain to the office of the President. In general, the President shall consult with and advise officers and employees of the Corporation with respect to the achievement of the mission of the Corporation and shall perform such other duties as may from time to time be assigned to him or her, by these bylaws, by the Board of Directors or by law.
5.3 Secretary. It shall be the duty of the Secretary to act as Secretary and keep the minutes of all meetings of the Board of Directors and Annual Meetings of the Corporation; to cause to be given notice of all meetings of Directors; to have charge of the books, records and papers of the Corporation relating to its organization as a Corporation and to see that the reports, statements and other documents required by law are properly kept of filed; and in general, to perform all the duties incident to the office of the Secretary and such other duties as may from time to time be assigned to him or her by the Board of Directors or by the President, or specifically required to be performed by him or her, by these Bylaws or by law.
5.4 Treasurer. The Treasurer shall supervise the receipt and custody of the Corporation’s funds; cause to be kept correct and complete books and records of accounts, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation; assume responsibility for all funds of the Corporation; prepare, distribute, and retain or cause to be prepared, distributed, and retained all reports, records and returns required by law regarding the Corporation’s financial status; and perform such other duties as may be assigned to him or her, or specifically required to be performed by him or her, by the Board of Directors or by the President.
5.5 Removal. Any officer of the Corporation may be removed, at any time by resolution adopted by the affirmative vote of a majority of Directors, but without prejudice to such officer’s contract right, if any.
These Bylaws may be repealed or amended by unanimous written consent in lieu of a meeting or by the affirmative vote of the majority of all Directors, provided that written notice of such proposed action shall have been given in the call for the meeting of such Directors at which such amendment or repeal is to be acted upon.
7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by action of the Board of Directors.
7.2 Checks. All checks or demands for money and notes of the Corporation shall be signed by the Treasurer.
7.3 Indemnification. The Corporation shall indemnify Directors, officers, employees, and agents of the Corporation to the extent provided in and permitted by the Connecticut General Statutes. A Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of duty as a Director in an amount in excess of the compensation received by such Director for serving the Corporation during the year such breach (or lesser amount as may hereafter be permitted by the Connecticut Revised Nonstock Corporation Act), except to the extent such exemption from liability or limitation thereof is not permitted under the Connecticut Revised Nonstock Corporation Act as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this provision shall adversely affect any right or protection of a Director that exists at the same time of such amendment, modification or repeal.
7.4 No Liability. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
7.5 Insurance. The Corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, members, and other agents, to cover any liability asserted against or incurred by any officer, director, member, or agent in such capacity or arising from the officer’s, director’s, member’s, or agent’s status as such.
7.6 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Connecticut Revised Nonstock Corporation Act shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of The Mothers’ Connection of the Farmington Valley, Inc., a Connecticut nonstock corporation; that these Bylaws, consisting of 8 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on October 27, 2020; and that these Bylaws have not been amended or modified since that date.
Executed on October 27, 2020.
Name: Alyssa Charry