AMENDED AND RESTATED BYLAWS
CONNECTICUT ASSOCIATION OF MUNICIPAL ATTORNEYS, INCORPORATED
These bylaws are intended to supplement and implement applicable provisions of law and of the Certificate of Incorporation of this Corporation with respect to the regulation and management of its affairs.
Meeting of Members
Section 1. Membership.
Any attorney who represents a municipality and pays dues to the Corporation shall be a Member.
Section 2. Annual Meeting.
The annual meeting of Members shall be held before the end of the Fiscal Year each year at such time and place as shall be determined by the Board of Directors. At the annual meeting the Members shall elect the Directors of the Corporation.
Section 3.Special Meeting.
Special meetings of the members may be held at any place and time upon call of the President, and the President will call such a special meeting upon the written request of at least fifteen Members. Such request shall state the purpose of the proposed special meeting.
Section 4. Notice of Meeting.
Written notice of each annual or special meeting of Members shall be given to each Member at least seven days prior to the time of the meeting, but a Member may waive notice in writing or by attendance at such meeting.
Section 5. Quorum; Voting.
The Members in attendance at any annual or special meeting of Members shall constitute a quorum for the transaction of business at any such meeting. Except as otherwise provided by law or the Certificate of Incorporation or these Bylaws, all questions shall be decided by a vote of a majority of the Members entitled to vote and voting at any meeting of Members at which a quorum is present.
Board of Directors
Section 1. Powers; Numbers; Term of Office.
The property and affairs of the Corporation shall be managed by its Board of Directors. The number of Directors shall not be less than eight nor more than twenty, excluding ex officio Directors. The President, the two Vice Presidents, the Secretary, and the Treasurer shall be Directors. Each Director shall hold office until the next annual meeting of the members and until his or her successor shall have been elected and qualified.
Outgoing Presidents may continue to serve on the Board of Directors or may, if they so choose, become ex officio Directors. Other ex officio Directors may be appointed by the Board of Directors.
Section 2. Annual Meeting.
The annual meeting of the Board of Directors for the election of officers and for such other business as may properly come before such meeting shall be held on a date to be fixed by the Board of Directors unless the election of officers takes place at the aforesaid annual meeting.
Section 3. Special Meetings.
Special meetings of the Board of Directors may be held at any time or place upon call of the President, and the President shall call such a special meeting upon the written request of at least one-fourth of the Directors then in office. Such request shall state the purpose of the proposed meeting. Where the President determines that a specific item (or items) of business should not be deferred until the next scheduled meeting of the Board of Directors but does not warrant a special meeting, the Board of Directors may be polled via electronic mail. Any such poll shall state the question(s) upon which Board action is requested and shall contain a deadline for response. All such questions shall be decided by a vote of a majority of the Directors who respond to the question by the deadline for response.
Section 4. Notice of Meetings.
Written or oral notice of each annual or special meeting shall be given to each Director at least seven days prior to the time of the meeting, but a Director may waive notice in writing or by attendance at such meeting.
Section 5. Quorum; Voting.
[A majority] Seven (7) of the Directors of the Board of Directors in office, excluding ex officio Directors, shall constitute a quorum for the transaction of business at any meeting of the Board. Except as otherwise provided by law or these Bylaws, all questions shall be decided by a vote of a majority of the Directors present at any meeting of the Board at which a quorum is present. For purposes of this section, a Director may participate in any meeting via any electronic medium which allows for two-way oral communication, such as teleconference or video conference. Any Director participating in a meeting via electronic medium shall be deemed to be present for all purposes, including the determination of quorum and voting.
Section 6. Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 7. Action by Written Consent.
If all the Directors consent in writing to any action to be taken by the Board of Directors, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors, provided the number of such consenting Directors constitutes a quorum for such action. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
Section 8. Committees.
The Board of Directors by resolution may appoint two or more Directors to constitute an executive committee or other committee. Any such committee shall have and may exercise all authority of the Board if Directors as shall be provided in said resolution.
Section 9. Compensation.
No Director shall receive compensation, provided, however, that a Director may receive compensation by the Corporation for any reasonable expenses he or she incurred on behalf of the Corporation.
Section 1. Election.
The Board of Directors at each annual meeting shall elect a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary. The Board of Directors may also appoint such other officers as it may from time to time determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. Any vacancy in any of the above offices may be filled, for the unexpired portion of the term, by the Board of Directors at any special meeting.
Section 2. Powers and Duties.
In addition to such powers and duties as the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall generally have the powers and perform the duties which by law and general usage appertain to his or her particular office.
Section 3. Terms of Office.
All officers shall be subject to the order of the Board, shall hold their offices at the pleasure of the Board and may be removed at any time without cause by the Board by a vote of at least two-thirds of the Directors present at a meeting at which a quorum is present.
Section 4. President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business affairs of the Corporation. With the consent of the Board of Directors, the President shall have power to employ, or to authorize the employment of, such employees as may be necessary to carry out the purposes of the Corporation, to define their duties, and to fix their compensation; and in general he or she shall perform all duties incident to the office of President and such duties as may be prescribed by the Board of Directors from time to time.
Section 5. First and Second Vice Presidents.
The First Vice President shall perform the duties of the President in the absence of the President, and when so acting shall have the powers of and be subject to all the restrictions upon the President, The Second Vice President shall perform the duties of President in the absence of the First Vice President, and when so acting shall have the powers and duties of and be subject to all the restrictions upon the President.
Section 6. Treasurer.
The Treasurer shall have charge and custody of an be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these bylaws; and in general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notice are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Corporation; and in general perform all duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8. Compensation.
No officer shall receive compensation, provided, however, that an officer may receive reimbursement by the Corporation for any reasonable expenses he or she incurred on behalf of the Corporation.
Finances; Fiscal Year
Each Member shall pay annual dues in such amounts as the Board of Directors shall determine. After the Board of Directors has established a change in the dues schedule, such change shall be presented to the next annual meeting of the Members. The Members at such annual meeting may repeal or amend such action.
The fiscal year shall run from July 1 to June 30 of each year.
The Corporation shall indemnify directors, officers, employees, and agents of the Corporation to the extent and in the manner required by the Connecticut Nonstock Corporation Act.
These Bylaws shall become effective June 27, 2014.
These Bylaws may be altered, amended, added to, or repealed at any annual or special meeting of the Board of Directors called for such purpose or purposes by the affirmative vote of Directors holding two-thirds of the directorships and at any annual or special meeting of Members called for such purpose or purposes by the affirmative vote of two-thirds of the Members present and voting at such meeting.