DANBURY AREA COMPUTER SOCIETY, INC.
1. Principal office. The principal office of DANBURY AREA COMPUTER SOCIETY, INC. (hereinafter called the Corporation) shall be in the Town of Danbury, Connecticut or such other place as the Board of Directors may determine. The Board may from time to time and at any time establish other offices of the Corporation or branches of its business at whatever place or places seem to it expedient. The address of the statutory agent for service required by the Connecticut Nonstock Corporation Act may be, but need not be, identical with the principal office.
2. Classes of members. There shall be one (1) class of members. Membership shall be open to any person who desires to participate in and support the activities of a public, nonprofit group dedicated to the education and provision of services to personal computer hardware and software users. Each membership which is in good standing on the books of the Corporation shall entitle the holder to one vote and carry eligibility to hold office.
3. Withdrawal and termination of membership. A member may not voluntarily or involuntarily transfer his membership or any rights arising therefrom to another person or entity. Membership is terminated by death, voluntary withdrawal, or expulsion, and thereafter all rights and privileges of the member in the Corporation and its property cease. A member may withdraw from the Corporation by delivering a written resignation to the President or the Secretary of the Corporation.
4. Annual dues. The membership shall determine the amount of annual dues payable to the Corporation by each member at the annual meeting.
5. Payment of dues. Dues for each year (12 consecutive months) shall be payable annually in advance on the first day of the month in which the membership is accepted. There shall be no proration of dues.
6. Default and termination for nonpayment. When any member shall be in default in the payment of dues for a period of 90 days from the beginning of the period for which dues became payable, his membership shall thereupon be terminated by the Board of Directors.
Meetings of Members
7. Place of meetings. Every meeting of members shall be held at the principal office of the Corporation, or at such other place either within or without the State of Connecticut as shall be specified in the notice of such meeting given as hereinafter provided.
8. Annual meeting. An annual meeting of members of the Corporation for the election of directors, for the determination of dues, and for the transaction of such other business as may properly come before the meeting shall be held on the first Tuesday of December in each year, or if that day should be a legal holiday or in other conflict, then on a date within 10 business days as designated by the board, at such hour as shall be specified in the notice of the meeting.
9. Regular meetings. Regular meetings of members of the Corporation shall be held on the first Tuesday of each month except December in each year, or if that day should be a legal holiday or in other conflict, then on a date within 10 business days as designated by the board, at such hour as shall be specified in the notice of the meeting.
10. Special meetings. Special meetings of members may be called at any time by the President or a majority of the Board of Directors, and shall be called by the President on the written request of the holders of not less than one-quarter of the voting power entitled to vote at such meeting for the purposes specified in the request. If the President does not call such meeting within fifteen days after receipt of such members' request, such members may call the meeting. The general purpose or purposes for which a special meeting is called shall be stated in the notice of such meeting, and no other business shall be transacted at such meeting.
11. Notice of meetings and waiver. A notice in writing of each meeting of the members shall be given by or at the direction of the President or Secretary of the Corporation, or by the officer or person calling the meeting, to each member of record entitled to vote at the meeting, by leaving notice with him or at his residence or usual place of business, or by mailing a copy thereof addressed to him at his last known postal address as shown on the records of the Corporation, postage prepaid, not less than 7 days nor more than 50 days before the date of the meeting. The notice shall state the general purpose or purposes for which the meeting is called, and the place, day and hour of the meeting. A written waiver of notice signed by the member or members entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of notice. The attendance of any member at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of the meeting.
12. Voting list. The Secretary of the Corporation shall make, or cause to be made, at least five days before each meeting of members at which seven days notice is given, a complete list or other equivalent record of the members entitled to vote at the meeting, arranged in alphabetical order, with the address of each member. The list, or equivalent record, shall, for a period of five days prior to the meeting, be kept on file at the principal office of the Corporation and shall also be produced and kept open at the time and place of the meeting.
13. Quorum, adjournment and manner of acting. The presence of the lesser of ten (10) or twenty-five percent (25%) of the members entitled to vote, present in person, at any meeting of members shall constitute a quorum for the meeting. A majority of members entitled to vote represented at a meeting may adjourn the meeting from time to time without notice other than by announcement at the meeting and without further notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Except as otherwise provided by statute or the Certificate of Incorporation of the Corporation, the affirmative vote, at a meeting of members duly held and at which a quorum was present at the time the meeting was called to order, of a majority of the members represented at the meeting who are entitled to vote on the subject matter, shall be the act of the members. Any action which may be taken at a meeting of members may be taken without a meeting by consent in writing, setting forth the action so taken or to be taken signed by all of the persons who would be entitled to vote upon the action at a meeting, or by their duly authorized attorneys. Any consent or consents which become effective as provided herein shall have the same force and effect as a vote of members at a meeting duly held.
14. Voting and proxies. Each member shall be entitled to one vote on each matter submitted to members for action. Each member entitled to vote at any meeting of members, or to execute consents, waivers or releases may do so either in person or by one or more agents authorized by a written proxy executed by him which bears a date not more than eleven (11) months prior to such meeting.
15. Compensation. Members shall not receive any compensation for their services as such but, by resolution of the Board of Directors, a fixed reasonable sum or expense of attendance, if any, or both, may be allowed for attendance at each regular or special meeting. The Board shall also have the power in its discretion to contract for and pay to members rendering unusual or special services to the Corporation special compensation appropriate to the value of such services.
Board of Directors
16. Authority, number, term and qualification. The business, property and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by members. Directors shall be members. Directors need not be residents of the State of Connecticut. The number of directors shall be fixed at an odd number by the members at the any meeting of the members called for that purpose but shall not be less than three (3). The number of directorships may be changed by resolution of the members or of the Board or, in the absence thereof, shall be the number of directors elected at the last annual meeting of members. If the number of directors shall be increased, such increase shall be divided equally among the two classes thereof and shall be deemed to create a vacancy or vacancies which shall be filled in such manner as to preserve the unexpired terms of incumbent directors, if any, in each class. If the number of directors shall be decreased, incumbent directors shall be redesignated as to class so as to preserve unexpired terms as amicably as possible.
The Board of Directors shall consist of two classes of directors. One class shall consist of one-half (½) of the total number of directors as shall be fixed at a meeting of the members called for that purpose in even number years rounded up to the next whole number and one class shall consist of one-half (½) of the total number of directors as shall be fixed at such meeting in odd number years rounded down to the next whole number. The term of office for each director shall be two (2) years or, if elected to fill a vacancy created by the death, resignation or removal of a director, for the unexpired term of that director. Each director shall continue in office until the Annual Meeting of the Members held at the expiration of that director's term and until that director is re-elected, a successor is elected and qualified or until that director's (i) death; (ii) his or her resignation; (iii) his or her removal from office in accordance with these Bylaws, or any other lawful removal from office; or (iv) an order of a court that, by reason of incompetence or any other lawful cause, he or she is no longer a director in office.
17. Fees. Directors as such shall not receive any stated salary for their services, but the Board shall have the authority to fix fees, including reasonable allowance for expenses actually incurred in connection with their duties; provided, however, that nothing in these Bylaws shall be construed so as to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise and receiving compensation therefor.
18. Participation in contracts. The directors and officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to operations conducted by the Corporation and may freely make contracts, enter transactions, or otherwise act for or on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the directors or officers are personally interested as stockholders, directors, or otherwise of another corporation or entity shall be at arms length and shall not violate the proscriptions in the Certificate of Incorporation against the Corporation's use or application of its funds for private benefits; and further provided that no contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under section 503 or section 504 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction, or other action.
19. Place of meetings. The Board may hold its meetings, regular or special, within or without the State of Connecticut.
20. Annual meeting. Immediately after each annual election, the entire Board of Directors may meet forthwith at the principal office for the purpose of organization and the transaction of other business, and if a quorum of the directors be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by the written consent of all of the directors.
21. Regular meetings. Each regular meeting of the Board shall be held on the second Tuesday of each month at such time and place: (i) as shall be specified or fixed in a resolution adopted by the Board then in effect; or (ii) if there shall not be any such resolution then in effect, as shall be specified or fixed in a notice of the meeting, given as provided in Bylaw 22 for notices of special meetings of the Board; or (iii) as shall be specified or fixed in a waiver of notice thereof signed by all directors of the Corporation then in office. If at the time any regular meeting of the Board is to be held the time and place of holding regular meetings of the Board shall have been specified or fixed by resolution of the Board then in effect, then notice of such a regular meeting need not be given.
22. Special meetings, notice and waiver. Special meetings of the Board shall be held whenever called by the Chairman of the Board, or by the President, or by the Secretary. At least two (2) days written or oral notice of each special meeting, stating the time and place of the meeting, shall be given to each director. A written waiver of notice signed by the person or persons entitled to such notice, whether before of after the time stated therein, shall be equivalent to the giving of notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of the meeting unless required by these Bylaws. The attendance of any director at a meeting without protesting prior to or at the commencement of the meeting the lack of proper notice shall be deemed to be a waiver by him of notice of the meeting.
23. Quorum, adjournment and manner of acting. A majority of the number of directorships at the time shall constitute a quorum for the transaction of business. Any meeting of the Board may be adjourned from time to time by a majority of the directors present at the meeting. In the absence of a quorum for any meeting, a majority of the directors present may adjourn the meeting to another time and place until a quorum is present, provided notice of the adjourned meeting is given to all directors. The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board, except as may be otherwise specifically provided by statute or the Certificate of Incorporation of the Corporation or these Bylaws. If all the directors severally or collectively consent in writing to any action taken or to be taken by the Corporation, and the number of such directors constitutes a quorum for the action, the action shall be a valid corporate action as though it had been authorized at a meeting of the Board. A director may participate in a meeting of the Board by means of conference telephone, modem or similar communications equipment enabling all directors participating in the meeting to have direct communication with one another, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting.
24. Removal. Any director may be removed with or without cause at any time by act of the members. A vacancy in the Board caused by such removal may be filled by the members at the meeting or in the consent effecting such removal, and shall otherwise be filled as provided in Bylaw 34.
Executive Committee and Other Committees
25. Appointment and authority. The Board, by resolution adopted by the affirmative vote of a majority of directors, may designate two or more directors to constitute an Executive Committee or other committees, which committees shall have and may exercise all such authority of the Board as shall be provided in the resolution creating such committee.
26. Number, qualification, term and election. (A) There shall be a Chairperson of the Board (who shall be a member of the Board) who shall serve for a term of one year. The Chairperson shall be elected by the Board of Directors at its December meeting and shall preside at meetings of the Board.
(B) The officers of the Corporation shall be a President and a Secretary. There may also be a Chairman of the Board (who must be a member of the Board), a Vice President, a Treasurer, an Assistant Treasurer and such other officers as shall be appointed in accordance with these Bylaws. Any two or more offices may be held by the same person, except the offices of President and Secretary. The officers of the Corporation shall each be elected by the Board of Directors for a term of one year commencing on April 1. Each officer shall hold office for the term for which he or she is elected and, in the case of the President or Secretary, until his or her successor shall have been duly elected and shall have qualified; provided, however, that an officer shall cease to be in office upon: (i) his or her death; (ii) his or her resignation; (iii) his or her removal from office in accordance with these Bylaws, or any other lawful removal from office; or (iv) an order of the court that, by reason of incompetency or any other lawful cause, he or she is no longer and officer in office.
27. Other officers, agents, and employees. The Board may from time to time appoint such other officers, agents or employees as the Board may deem necessary or advisable, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.
28. Removal. Any officer, agent or employee of the Corporation may be removed, with or without cause, at any time by resolution adopted by the affirmative vote of a majority of the directors at a regular meeting or a special meeting of the Board called for that purpose.
29. Chairman of the Board. The Chairman of the Board, if present, shall preside at all meetings of members and of the Board. He shall perform such other duties as may from time to time be assigned to him by these Bylaws or by the Board.
30. President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation, subject to the control of the Board. He shall see that all orders and resolutions of the Board are carried into effect. If a Chairman of the Board has not been elected or appointed, the President shall preside at all meetings of members. In general he shall perform all duties incident to the office of president and such other duties as may from time to time be assigned to him by these Bylaws and by the Board.
31. Vice President. The Vice President shall perform all such duties as from time to time may be assigned to him by these Bylaws, by the Board and by the President. At the request of the President, or in the case of his absence or inability to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President.
32. Treasurer. The Treasurer shall have charge and custody of and be responsible for all the funds and securities of the Corporation; he shall keep full and accurate accounts of assets, liabilities, receipts and disbursements and other transactions of the Corporation in books belonging to the Corporation; and he shall deposit all moneys and valuable effects in the name of and to the credit of the Corporation in such banks or other depositories as may be designated by the Board. He shall disburse such funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the meetings of the Board if they require it, or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation. In general he shall perform all duties incident to the office of treasurer and such other duties as may from time to time be assigned to him by these Bylaws, by the Board and by the President.
33. Secretary. The Secretary shall act as secretary of and keep the minutes of all meetings of members and of the Board. He shall cause to be given notice of all meetings of members and of the Board. He shall be custodian of the seal of the Corporation, if any, and shall affix the seal, or cause it to be affixed, to all documents the execution of which on behalf of the Corporation under its seal shall have been specifically or generally authorized by the Board. He shall have charge of the record of members and also the other books, records and papers of the Corporation relating to its organization as a corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed. In general he shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by these Bylaws, by the Board and by the President.
Vacancies and Resignations
34. Vacancies. Except as otherwise provided in these Bylaws, in case a directorship becomes vacant due to death, resignation, removal or court order, or should a vacancy exist from an increase in the number of directorships, the vacancy may be filled for the unexpired term by the concurring vote of a majority of the remaining directors then in office, though such remaining directors are less than a quorum, and though such majority is less than a quorum. In case of a vacancy in the office of president, vice president, secretary or treasurer, the vacancy may be filled on an interim basis by the President (or in the case of a vacancy of the presidency by the Vice President) with the consent of the Board.
35. Resignations. Any director or officer, or any other officer, agent or employee appointed by the Board, may resign his office at any time by giving written notice of his resignation to the President or to the Secretary of the Corporation. Such a resignation shall take effect at the time specified therein or, if no time is specified therein, at the time of its receipt, and acceptance of the resignation shall not be necessary to make it effective.
Contracts, Bank Accounts and Investments
36. Execution of contracts. Except as otherwise provided in these Bylaws, the Board may authorize any officer, agent or employee, in the name and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and the authority may be general or confined to specific instances; and, unless so authorized by the Board or expressly authorized by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.
37. Checks, drafts, etc. All checks, drafts and other orders for the payment of moneys out of funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in the manner authorized by the Board from time to time.
38. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by any officer, agent or employee of the Corporation to whom such a power may from time to time be delegated by the Board; and, for the purpose of such deposit, any officer, agent or employee of the Corporation to whom the power may be delegated by the Board may endorse, assign and deliver checks, drafts and other orders for the payment of moneys which are payable to the order of the Corporation.
39. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board without being restricted to the class of investments which a director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under section 503 or section 504 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
Prohibition Against Sharing In Corporate Earnings
40. Persons barred from sharing in earnings. No member, director, officer or employee of or member of a committee or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from operations of the Corporation; provided, however, that this prohibition shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board may determine or as may be determined by a court of competent jurisdiction upon application of the Board, exclusively to organizations which would then qualify under the provisions of section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
Membership certificates and record date
41. Certificates. The Certificate of membership in the Corporation shall be in a form approved by the Board. Such certificates may be signed and issued by the President or the Vice President, and by the Secretary or the Treasurer, and sealed with the seal of the Corporation, or a facsimile thereof.
42. Fixing record date. The Board by resolution may fix a date as the record date for the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or for any other proper purpose, such date in any case to be not earlier than the date such action is taken by the Board and not more than seventy days, and, in case of a meeting of members, not less than ten full days, immediately preceding the date on which the particular event requiring such determination of members is to occur. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting, the date on which notice of the meeting is mailed shall be the record date for such determination of membership.
43. Books and records. There shall be kept correct and complete books and records of account and minutes of the proceedings of the Corporation's incorporators, members, directors and committees of directors. There shall also be maintained at the principal office of the Corporation a record of the Corporation's members, giving the names and addresses of all members and the class of each. At intervals of not more than four months the Corporation shall prepare a balance sheet showing its financial condition as of a date not more than four months prior thereto and an operating statement respecting its operations for the twelve months preceding such date. The balance sheet and operating statement shall be deposited at the principal office of the Corporation and be kept for at least ten years from such date.
44. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation and the words "Incorporated Connecticut".
45. Fiscal year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Waiver of Notice
46. Waiver of notice. Whenever any notice is required to be given under the provisions of the Connecticut Nonstock Corporation Act or under the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice in a timely manner.
47. Governing rules. The provisions of Chapter 600, Connecticut General Statutes, (the Connecticut Nonstock Corporation Act) and of Robert's Rules of Order Newly Revised shall govern the proceedings of this Corporation not provided for herein.
48. Amendments. These Bylaws may be amended or repealed or new Bylaws may be adopted at any annual or special meeting of members by the affirmative vote of two-thirds (2/3) of such members voting thereon, or at any regular or special meeting of the Board, by resolution adopted by the affirmative vote of directors holding a majority of the directorships, provided that the proposed action in respect thereof shall be stated in the notice of the meeting of members or the Board, as the case may be. Bylaws adopted, amended or repealed by the Board shall be subject to amendment or repeal by the members.
49. Exempt Activities. Notwithstanding any other provision of these Bylaws, no member, director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended.
Revised December 4, 2007