Name. The name of the corporation is New Canaan Youth Football, Inc.
Seal. The corporation shall not have a seal.
2.
DIRECTORS
Board of Directors. The corporation shall have a self-perpetuating Board of Directors which shall exercise all corporate power of the corporation and shall direct the management of all of the property and affairs of the corporation.
Qualification and Composition. The size of the Board of Directors shall be determined by the Board of Directors; provided that there shall never be fewer than three (3) directors.
Term. Each director shall serve in such capacity for a term of three years or until his or her successor is duly elected and qualified or the earlier of his or her death, resignation or removal. Any individual may serve as a director for no more than two consecutive terms.
Resignation of Directors. A director may resign at any time. To be effective, the director must deliver written notice of his or her resignation to the President. Unless the notice specifies a later date, it shall be effective when it is delivered.
Removal of Directors. The Board of Directors may remove one or more directors, with or without cause, by a vote of not less than two thirds of the Board of Directors at meeting of the Board of Directors called for that purpose. The notice for such meeting shall state that the purpose (or one of the purposes) of the meeting is to remove the director or directors in question.
Vacancies. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the Board of Directors may fill the vacancy by vote of a majority of the Board of Directors at a meeting called for that purpose. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Compensation of Directors. The members of the Board of Directors shall serve without compensation, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Directors may be reimbursed for their reasonable and documented out-of-pocket expenses.
3.
ACTION AND MEETINGS OF THE BOARD OF DIRECTORS
Place, Time and Date of Meetings. The Board of Directors may hold regular or special meetings in or out of the State of Connecticut. All meetings shall be held at the place and time, and on the date, fixed by the Board of Directors.
Written Consent to Action. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to adoption of a resolution authorizing the action. All such consents shall be filed with the proceedings of the corporation’s Board of Directors and maintained as a permanent record of the corporation.
Regular Meetings. There shall be an annual meeting of the Board of Directors held in the first quarter of each calendar year, and as many other additional regular meetings of the corporation’s Board of Directors per year, in each case as determined from time to time by the Board of Directors. The corporation’s Secretary (or any other officer of the corporation) shall notify each member of the Board of Directors of the date, time and place of each regular meeting at least two (2) days prior to the meeting date.
Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call of the President or at least 20% of the Board of Directors. Special meetings shall be preceded by no fewer than two (2) and no greater than sixty (60) days notice of the date, time, place and purpose of the meeting.
Waiver of Notice. A director may waive any notice required by law or these bylaws before or after the date and time stated in the notice. Except as provided below, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes of the proceedings of the corporation’s Board of Directors. Notwithstanding the foregoing, a director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, protests the lack of notice to him or her.
Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.
Voting. Each Director shall have one (1) vote on all matters to be considered by the Board of Directors. No director shall be entitled to vote by proxy. The vote of a majority of the Directors present in person at a meeting at which a quorum is present shall constitute the act of the Board of Directors for all purposes, unless otherwise required by these Bylaws or by law.
4.
COMMITTEES
Committees. The Board of Directors may create committees of the Board of Directors, as they may be deemed desirable. Members of committees shall be appointed (and may be removed) by the President, with the consent of the Board of Directors. Committees shall have only the powers specifically delegated to them by the Board of Directors.
Advisory Committee. An Advisory Committee may be appointed in accordance with Section 4.1 above and shall be deemed a committee of the Board of Directors. Members of such Advisory Committee need not be directors or officers of the corporation. The members of the Advisory Committee shall assist the corporation to the extent the Board of Directors shall from time to time determine. Members of the Advisory Committee who are not directors shall have no right to vote on matters coming before the Board of Directors.
5.
OFFICERS
Composition and Election. The officers of the corporation shall be a President, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents and such other officers as it may determine, from time to time. All officers shall be elected by the Board of Directors at the annual meeting, or at such other time as may be determined by the Board of Directors. Each officer shall hold office until his or her successor shall be duly elected and qualified or, if earlier, his or her death, resignation or removal.
President. The President shall be the chief executive officer of the corporation. He or she shall have general supervision of the affairs of the corporation and have full power to do all things inherent to the office and incident thereto. The President shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all committees of the Board (unless otherwise determined by the Board of Directors).
Secretary. The Secretary of the corporation shall keep reasonably accurate records of all proceedings of the corporation, including the minutes of the meetings of the Board of Directors; shall cause notices to be given of all meetings of the Board of Directors to the extent required by these Bylaws; and shall perform such other duties as may be required of the Secretary by custom, the Board of Directors or these Bylaws. In absence of the Secretary from any meeting, a secretary pro tempore may be elected by the Board of Directors or appointed by the President.
Treasurer. The Treasurer shall have the care and custody of funds of the corporation and shall have and exercise, under the supervision of the Board of Directors, all of the powers and duties commonly incident to the office. The Treasurer may be required by the Board of Directors to give bond in such sum and deposit or cause to be deposited all the funds of the corporation in such depositories as the Board of Directors may from time to time designate. He or she shall keep or cause to be kept accurate books of account of all corporation transactions, which books shall be the property of the corporation, and together with all other of its property in his or her possession, shall be subject at all times to the inspection and control of the Board of Directors.
Removal of Officers. The Board of Directors may remove one or more officers from his or her respective office(s), with or without cause, by a vote of not less than two thirds of the Board of Directors at meeting of the Board of Directors called for that purpose.
Compensation. The officers shall not receive compensation for acting as such, but may be reimbursed for their reasonable and documented out of pocket expenses. Without limiting the foregoing, nothing herein shall preclude any officer from being compensated for providing professional services to the Corporation in such amounts as may be approved by the Board of Directors.
6.
PLURALISM AND DIVERSITY
The corporation will strive to ensure that its directors and officers have a shared belief in its mission and essential values, and sufficient commitment to give the time and resources needed. However, also mindful of an overall mission to improve our society, the corporation affirms its commitment to striving to reflect our society’s diversity in its Board of Directors, staff and programs.
7.
FISCAL YEAR AND BUDGET
Fiscal Year. The fiscal year of the corporation shall end on the thirty-first day of December.
Annual Budget. The annual budget of the corporation shall be submitted to the Board of Directors for approval.
8.
CORPORATE RECORDS & NOTICE
All books, records, and documents of every kind belonging to the corporation, whether located in the office of the President, Secretary, or elsewhere, and shall be open to the inspection of the directors at all times during business hours upon reasonable notice.
All notices given under these Bylaws shall be in writing and shall be deemed to have been duly given: (a) on the date of service, if personally served; (b) on the day of transmission via electronic mail; (c) on the day after mailing if sent by express overnight air courier guaranteeing next day delivery with written evidence of delivery; or (d) five (5) days after the date of mailing by first class mail. Each director is required to notify the Secretary of his or her mailing address and email address. The corporation shall have no liability for the failure of any director to receive notice required under these Bylaws if such director has not informed the Secretary of his or her addresses upon election to the Board and immediately following any change of mailing or email address.
Documents in electronic format, including without limitation, contained in email, shall be considered “in writing” for purposes of these Bylaws.
9.
INDEMNIFICATION
Permitted Indemnity. The corporation shall indemnify its directors, officers, employees and agents (each, a “Corporation Defendant”) as permitted by Sections 33-1117 and 33-1122 of the Act, against liability incurred in a proceeding in which the Corporation Defendant is made a party because he or she is or was a director, officer, employee or agent, as the case may be, if: (a) the Corporation Defendant conducted himself or herself in good faith; (b) he or she reasonably believed (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interest, and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the Corporation Defendant had no reasonable cause to believe his or her conduct was unlawful. In no case shall the corporation indemnify a Corporation Defendant unless the determination has been made that his or her conduct has met the standard of conduct set forth in the preceding sentence, which determination shall be made in the manner required by the provisions of Section 33-1121 of the Act by the Board of Directors, by a committee of the Board, or by special legal counsel, in accordance with the provisions of said Section. Evaluation of the reasonableness of expenses shall be made in the same manner, in accordance with Section 33-1121(c) of the Act. The indemnification provided by the corporation in connection with the proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
Prohibited Indemnity. The corporation shall not indemnify a Corporation Defendant (a) in connection with a proceeding by or in the right of the corporation in which the Corporation Defendant was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity. In no case shall the corporation indemnify a Corporation Defendant in violation of the provisions of Section 33-1117(g) of the Act.
10.
DISSOLUTION
10.1 Upon dissolution of the Corporation, any remaining assets shall be used exclusively for exempt purposes, such as charitable, religious, educational or scientific purposes.
11.
AMENDMENTS AND WAIVERS
Except as otherwise provided by law, these Bylaws may be amended, added to, altered, or repealed, in whole or in part, by a vote of not less than two-thirds of the Board of Directors at a meeting called for such purpose.
Except as otherwise provided by law, compliance with these Bylaws may be waived, in whole or any part, by a vote of not less than two-thirds of the Board of Directors at a meeting called for such purpose.
