LEAGUE OF WOMEN VOTERS OF CONNECTICUT EDUCATION FUND, INC.

BYLAWS

ARTICLE I:

NAME; FORMATION; OFFICE

Section 1.  NAME. The name of this Corporation LWVCTEF is the League Of Women Voters Of Connecticut Education Fund, Incorporated (hereinafter referred to as “the LWVCTEF”).

Section 2.  FORMATION. The LWVCTEF shall be a non-stock, nonprofit Corporation within the meaning of the Non-Stock Corporation Act, Connecticut General Statutes Section 33-419, et seq.  The LWVCTEF shall have no stockholders or members.  The LWVCTEF shall be organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder.  Notwithstanding any other provision of these Bylaws to the contrary, the LWVCTEF shall have no power or authority to engage in any actions inconsistent with or in contravention of the terms of said Section 501(c)(3) and the regulations thereunder.

Section 3.  PRINCIPAL OFFICE.  The principal office of the LWVCTEF shall be located at 1890 Dixwell Avenue, Hamden, Connecticut, 06514 or at such other place as the Board of Directors shall from time to time designate.  The LWVCTEF may have such other offices within or without the State of Connecticut as the Board of Directors may from time to time determine.

ARTICLE II.

PURPOSES; RESTRICTIONS; DISSOLUTION

Section 1.  PURPOSES. The purpose of the LWVCTEF is to promote the development of, and to devote the assets of the LWVCTEF to educational, charitable, scientific and literary purposes.  The LWVCTEF shall solicit donations of cash and other property from the general public and from governmental and private institutions, which, together with any investment earnings thereon, will be used to accomplish the purposes of the LWVCTEF.  The LWVCTEF is also authorized to do each and every thing necessary and proper to accomplish any of the purposes or to attain any of the objects enumerated in these Bylaws, or any amendment thereof, alone or in association with other corporations, firms, or individuals, and to carry on any lawful pursuit necessary or incidental to the accomplishment of such purposes.  The purposes and powers enumerated herein shall in no way be construed as a limitation of the powers granted to corporations by the laws of the State of Connecticut, except to the extent that the use of such powers would conflict with the limitations set forth in Section 501(c)(3) of the Code, and the Regulations promulgated thereunder.

Section 2.  RESTRICTIONS ON PRIVATE INUREMENT AND POLITICAL ACTIVITIES.  No part of the net earnings of the LWVCTEF shall inure to the benefit of, or be distributable to, its Directors or Officers, or to other private person(s), except that the LWVCTEF shall be authorized and empowered to pay reasonable compensation for services actually rendered to the LWVCTEF, and to reimburse expenses actually incurred on behalf of the LWVCTEF.  No substantial part of the activities of the LWVCTEF shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the LWVCTEF shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the LWVCTEF shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (2) by a corporation, contributions to which are deductible under Section 170(c) of the Code.

Section 3.  DISTRIBUTION OF ASSETS UPON DISSOLUTION.  Upon dissolution of the LWVCTEF, the Board of Directors will, after paying or making provision for the payment of all of the liabilities and obligations of the LWVCTEF, dispose of all of the assets of the LWVCTEF (subject to any restrictions imposed by any applicable will, deed, grant, conveyance, agreement, memorandum, writing or other governing document) to the League of Women Voters of the United States Education Fund, if at the time of the LWVCTEF’s dissolution that Fund qualifies as an exempt organization under Section 501(c)(3) of the U.S. Code, or if it does not so qualify, to such other organization(s), organized and operated exclusively for charitable, educational, religious or scientific purposes, as at the time qualify as an exempt organization under Section 501(c)(3) of the U.S. Code, in such manner as the Board may resolve, so long as said resolution is consistent with these Bylaws and paragraph 6 of the LWVCTEF’s Certificate of Incorporation filed with the Secretary of the State of Connecticut on March 3, 1995.

ARTICLE III

BOARD OF DIRECTORS

Section 1.  POWERS; DUTIES. The Board of Directors shall manage and control the property, business and affairs of the LWVCTEF, and may exercise all the powers that may be exercised or performed by the LWVCTEF under the laws of the State of Connecticut, its Certificate of Incorporation and these Bylaws.

Section 2.  NUMBER AND QUALIFICATION.  The LWVCTEF will have a Board consisting of no fewer than three (3) or more than nineteen (19) Directorships.  The initial Board will consist of twelve (12) Directors.  The number of Directors may be determined, within the limits stated herein, from time to time, by the vote of two thirds (2/3) of the Directors then in office.

Section 3.  TERM OF OFFICE.  The Directors shall hold office for a term of two (2) years.  The terms of Directors begin and end with the election of Officers and Directors in odd-numbered years.

Section 4.  VACANCIES.  Any vacancy on the Board of Directors by reason of death, resignation, expiration of term, or other cause, including an increase in the number of Directorships, shall be filled for the unexpired portion of the term, by a majority vote of all the Directors then in office at a duly called meeting of the Board.

Section 5.  PLACE OF MEETING.  The Directors may hold their meetings at such place or places within or outside the State of Connecticut as the Board may from time to time determine. The Directors may participate in any meeting(s) by, or conduct any meeting(s) through the use of, telephone conference call or any other means of communication by which all participating Directors may simultaneously communicate with each other during the meeting.  Any Director participating in any meeting by any such means is deemed to be present in person at the meeting.

Section 6.  ANNUAL MEETING.  The Board will hold an annual meeting for the election of Directors and officers and the transaction of any other business that may properly come before such meeting on one or more days during the last month of the LWVCTEF’s operational year.

Section 7.  REGULAR MEETINGS.  Regular meetings of the Board, including the Annual meeting, will be held at least quarterly at such place(s) and time(s) as the Board may from time to time determine.  Notice of the place, date, and time of the Annual Meeting and other regular meetings will be provided to the Board by sending notice thereof to each member’s last known post office address or email address, at least five (5) days before such meeting,  No action taken at any regular Board meeting attended by three fourths of the members of the Board shall be invalidated because of the failure of any member or members of the Board to receive any notice properly sent or because of any irregularity in any notice actually received.

Section 8.  SPECIAL MEETINGS.  Special meetings of the Board may be called by the President or by any two Directors.  The Secretary will give notice of the date, time, place and purpose(s) of each special meeting at least two (2) days before the date of the meeting.

Section 9. DIRECTORS’ CONSENT WITHOUT A MEETING.  If all the Directors severally or collectively consent in writing, whether conveyed by U.S. mail, facsimile or electronic transmission or comparable method, to any action to be taken by the LWVCTEF, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.  The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.

Section 10.  QUORUM.  Unless expressly provided for herein or by law, a majority of the Directors then serving shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice.

Section 11.  VOTING.  At all meetings of the Board, each Director has one (1) vote.  Any act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act will be deemed to be the act of the Board of Directors.  If there is a tie vote, the motion under discussion will be deemed defeated.

Section 12.  CHAIRMAN OF THE BOARD.  The President of the LWVCTEF will serve as Chairman of the Board and will preside over all meetings of the Board and will perform such other duties as may be prescribed by the Board and these Bylaws.  In the absence of the President, one of the Vice Presidents, or such other person as a majority of the Directors then present elects, will preside at such meetings.  The President will serve as Chairman of the Board until her successor is duly appointed and qualified.  A vacancy by reason of death, resignation, or other cause shall be filled by any of the Vice Presidents, or if no Vice President is available then by any other LWVCTEF officer, or if no such officer is available then by any member of the Board, as a majority of the Board may elect.

Section 13.  COMPENSATION OF DIRECTORS.  Directors of the LWVCTEF will serve without compensation, except that any Director may be reimbursed by the LWVCTEF for ordinary and reasonable expenses actually incurred in the performance of her duties in the manner and to the extent that the Board shall determine, consistent with the requirements of section 33-1092 of the Connecticut General Statutes.  Notwithstanding the foregoing, the LWVCTEF shall provide no reimbursement for expenses or compensation other than those reasonable and necessary in furthering the LWVCTEF's purposes.  Directors may receive reasonable compensation for services performed in other capacities for or on behalf of the LWVCTEF pursuant to authorization by the Board of Directors, subject, however, to sections 33-1127 through 33-1130 of the Connecticut General Statutes.

Sec. 14. RESIGNATIONS.  The resignation of any director shall be in writing and shall be effective immediately upon receipt by the Board of Directors, if no time is specified, or at such later time as the resigning director may specify and the LWVCTEF shall accept.

Section 15.  REMOVAL OF DIRECTORS.  The Board of Directors at a meeting duly noticed and held may remove any director for cause by a vote of two thirds (2/3) of those Directors present and voting, provided that the notice of such meeting shall include notice of the proposed removal.  The Director sought to be removed shall have no right to vote with respect to any such action.

Section 16.  MINUTES.  The Secretary shall record the minutes of each meeting of the Board of Directors and upon adoption by the Board of Directors shall retain such minutes with the permanent records of the LWVCTEF.

ARTICLE IV

COMMITTEES

Section 1.  CREATION OF COMMITTEES.  The Board of Directors may, by resolution adopted by the affirmative vote of a majority of Directors present and voting, create one or more committees.  In each case, the committee will be comprised of one or more Directors, and each committee will have and may exercise all such authority of the Board of Directors as may be delegated to it by appropriate resolution.

Section 2.  COMMITTEE RULES.  A majority of the members of any committee may fix its rules of procedure.  All actions by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration and approval by the Board of Directors.

Section 3.  POWERS.  A Committee shall have such functions and may exercise such power of the Board of Directors as may be delegated lawfully and as provided in the resolution or resolutions creating such Committee or Committees; provided, however that the creation of such Committee or Committees shall not operate to relieve the Board of Directors, any individual director, or the officers of any responsibility imposed on such persons by law.  Notwithstanding any provision of this Article or these Bylaws to the contrary, no Committee shall have any power to:

1. Fill vacancies on the Board of Directors or any of its Committees;

2. Amend the Certificate of Incorporation;

3. Adopt, amend, or repeal the Bylaws;

4. Amend or repeal any resolution of the Board of Directors;

5. Approve a plan of merger; approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the LWVCTEF; or

6. Approve a proposal to dissolve the LWVCTEF.

Section 4.  VACANCIES.  Vacancies on Committees shall be filled by the Board of Directors.

Section 5.  MINUTES.  Each Committee shall keep minutes or written notes of its proceedings and report the same to the Board of Directors.

ARTICLE V

OFFICERS

Section 1.  NUMBER.  The Board will, at its annual meeting in odd-numbered years, elect a President, one or more Vice Presidents, a Treasurer, and a Secretary, and it may from time to time elect or appoint such other officers and assistant officers as in its opinion are desirable for the conduct of business of the LWVCTEF.  Any two or more offices may be held by the same person, except that the office of President and Secretary may not be held simultaneously by the same person.  The duties of officers of the LWVCTEF will be those prescribed by these Bylaws and those which may from time to time be prescribed by the Directors in subsequent resolutions.

Section 2.  ELECTION AND TERM OF OFFICE.  The Officers of the LWVCTEF shall be elected by the Board of Directors at its Annual Meeting.  If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Each Officer shall hold office until her successor shall have been duly elected and shall have qualified, or until her death, or until she shall resign or shall have been removed in the manner hereinafter provided.

Section 3.  VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the affirmative vote of  a majority of all remaining members of the Board of Directors for the unexpired term at a duly called meeting of the Board.

Section 4. RESIGNATIONS.  The resignation of any officer shall be in writing and shall be effective immediately upon receipt by the Board of Directors, if no time is specified, or at such later time as the resigning officer may specify and the LWVCTEF shall accept.

Section 5.  REMOVAL OF OFFICERS.  The Board of Directors, at a meeting duly noticed and held, may remove an officer for cause by a vote of two thirds (2/3) of those Directors present and voting, provided that the notice of such meeting shall include notice of the proposed removal.  The Officer sought to be removed shall have no right to vote with respect to any such action.

Section 6.  PRESIDENT.  The President is the chief executive and administrative officer of the LWVCTEF.  She will exercise such duties as customarily pertain to the office of President, and will have general and active supervision over the property, business, and affairs of the LWVCTEF and over its officers.  She shall be, ex-officio, a member of all committees except the Nominating Committee.  She may appoint agents or employees other than those appointed by the Board and will perform such other duties as are prescribed by these Bylaws and those which may from time to time be prescribed by the Directors in subsequent resolutions.  In the case of the death, disability or absence of the president, the Board will elect one of its members to fulfill all the duties and be vested with all the powers and responsibilities of the President.

Section 7.  VICE PRESIDENT(S).  The Vice President(s) will perform such duties as may from time to time be assigned to one or more of them by the Board, or delegated to any of them by the President.

Section 8.  SECRETARY.  The secretary will keep the minutes of the meetings of the Board.  She will give and serve all notices of the LWVCTEF.  She will be custodian of the records and of the seal, and affix the latter when required.  She will present to the Board at their meetings all communications addressed to her officially by the President or any officer of the LWVCTEF.  She will attend to all correspondence and perform all the other duties incident to the office of Secretary.

Section 9.  TREASURER.  The Treasurer will have charge and custody of and be responsible for all funds and securities of the LWVCTEF, keep full and accurate accounts of receipts and disbursements, and other customary financial records of the LWVCTEF, deposit all monies and valuable effects in the name and to the credit of the LWVCTEF in depositories designated by the Board of Directors and, in general, perform such other duties as may from time to time be assigned to her by the Board of Directors, or by the President, or as are incident to the office of Treasurer.

ARTICLE VI

FISCAL AND FINANCIAL MATTERS

Section 1.  FISCAL AND OPERATIONAL YEARS.  The fiscal and operational years of the LWVCTEF will begin on July 1 and end on June 30.

Section 2.  CONTRACTS.  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the LWVCTEF, and such authority may be general or confined to specific instances.

Section 3.  LOANS.   No loans will be contracted on behalf of the LWVCTEF and no evidence of indebtedness will be issued in its name unless authorized by a resolution of the Board.  Such authority may be general or confined to specific instances.

Section 4.  DEPOSITS.  All funds of the LWVCTEF not otherwise employed will be deposited from time to time to the credit of the LWVCTEF in such banks, trust companies or other depositories as the Board may resolve.

Section 5.  BUDGET.  A budget for the next fiscal year will be submitted by the Chair of the Budget Committee to the Board at its Annual Meeting for adoption.  The budget may include support for the educational work of the League of Women Voters of Connecticut, Inc.

Section 6.  INDEMNIFICATION.  Each LWVCTEF director, officer or specified representative of the LWVCTEF shall be indemnified against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved by reason of being or having been a director, officer or specified representative of the LWVCTEF, or any settlement thereof, whether the person is a director, officer or specified representative of the LWVCTEF at the time such expenses are incurred, except in such cases wherein the individual is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.  The foregoing right of indemnification shall be in addition to and exclusive of all other rights to which the indemnified may be entitled.  Indemnification will be up to the amount insured.

Section 7. AUDIT. The books of the Treasurer shall be audited or reviewed annually by a certified public accountant and shall be available in the files of LWVCTEF.

ARTICLE VII

POLITICAL ACTIVITIES

Section 1.  POLITICAL ACTIVITIES OF THE LWVCTEF.  The LWVCTEF will not support or oppose any political party or any candidate.  The LWVCTEF will not directly or indirectly participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.  The LWVCTEF will not attempt to influence legislation except as may be permitted under applicable law(s).

Section 2.  POLITICAL ACTIVITIES OF BOARD MEMBERS.  Nothing in these Bylaws prohibits any of the political activities specified in Section 1, above, from being undertaken by any of the LWVCTEF’s directors or officers in their individual capacities, except as provided in subsequent Board resolution(s).

ARTICLE VIII

BILLS; NOTES; ETC.

Section 1.  HOW MADE.  All bills payable, notes, checks, or other negotiable instruments of the LWVCTEF, shall be made in the name of the LWVCTEF, and shall be signed by the President, a Vice President or Treasurer, or such other officers of the LWVCTEF as the Directors may from time to time designate.  No officer or agent of the LWVCTEF, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, or warrant, or other negotiable instruments, or endorse the same in the name of the LWVCTEF, or contract, or cause to be contracted, any debt or liability in the name or on behalf of the LWVCTEF, except as herein expressly prescribed and provided.

ARTICLE IX

AMENDMENTS, INTERPRETATION, AND PARLIAMENTARY AUTHORITY

Section 1.  AMENDMENTS.  These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, at any Board meeting which takes place at least thirty (30) days after written notice containing the proposed Bylaw revision(s) is provided to all Board members, by the vote of two thirds (2/3) of all of the Directors.

Section 2.  AMENDMENTS.  The LWVCTEF’s Certificate of Incorporation may be altered or amended, and a new or revised Certificate of Incorporation may be adopted and filed with the Secretary of the State, at any Board meeting which takes place at least thirty (30) days after written notice containing the proposed Certificate of Incorporation revision(s) is provided to all Board members, by the vote of four fifths (4/5) of all of the Directors.

Section 3.  INTERPRETATION.  All words of either gender herein may be read as either feminine or masculine.  All words in the singular may be read in the plural, and all words in the plural may be read in the singular, where sense so requires.

Section 4.  PARLIAMENTARY AUTHORITY.  The rules contained in the current edition of Robert’s Rules of Order Newly Revised will govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Section 5. SUCCESSOR STATUTES.  Any citation herein of any state or federal statute may be read as referring to the corresponding provisions of any subsequently substituted state or federal statute, whether such substitution results from amendment, renumbering, re-codification or any other cause.

[Back] [LWVCT] [Home] [Next]

©2008 The League of Women Voters of Connecticut, Inc.  All Rights Reserved.