Article 1

General

These amended and restated bylaws (these “bylaws”) are intended to supplement and implement applicable provisions of law and of the Certificate of Incorporation of Connecticut Down Syndrome Congress, Inc. (the “Corporation”).  The board of directors may from time to time designate other names for specific activities and programs undertaken by the Corporation as it deems appropriate.

Article 2

Offices

The principal office of the Corporation shall be located within or without the state of Connecticut, at such place as the board of directors shall from time to time designate.  The Corporation may maintain additional offices at such other places as the board of directors may designate.  The Corporation shall continuously maintain within the state of Connecticut a registered office at such place as may be designated by the board of directors.

Article 3

Membership

Section 3.1     Eligibility.     The Corporation shall have one class of members.  Any person who pays the membership fee established by the board of directors of the Corporation and meets any other conditions that may be prescribed by the board of directors of the Corporation may become a member of the Corporation.  Membership in the Corporation shall not be transferable unless otherwise provided in the Corporation’s Certificate of Incorporation.

Section 3.2     Term of Membership; Removal of Members.     So long as a member is in good standing, the term of office of any member shall be one year or until voluntary resignation or removal pursuant to these bylaws.  The board of directors may remove a member who fails to adhere to the standards established by the board of directors.  Any member may resign at any time by mailing or delivering written notice to the secretary of the Corporation (any resignation to take effect when such notice is delivered unless the notice specifies a later effective date).

Section 3.3     Annual Meeting.     A meeting of the members shall be held as determined from time to time by the board of directors for the election of directors and the transaction of other business as may properly come before the members.

Section 3.4     Regular Meetings.  Regular meetings of the members may be held as determined by resolution of the members or of the board of directors.

Section 3.5     Special Meetings.     Special meetings of the members may be called at any time by the board of directors.  Such meetings may also be convened by members entitled to cast at least ten percent (10%) of the total number of votes entitled to be cast by all members.  Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the members.

Section 3.6     Place, Date and Time of Meetings.     Meetings of the members may be held at such place, either in or out of the state of Connecticut, and at such date and time as may be fixed in the notice of the meeting.

Section 3.7     Notice of Annual, Regular and Special Meetings.     Notice of each meeting of the members shall be given by the secretary and shall state the date, time and place of the meeting and, if it is a special meeting, shall indicate the purpose or purposes for which the the meeting is being called, except that, unless stated in a written notice of such a meeting, (1) no adoption, amendment or repeal of the Corporation’s Certificate of Incorporation, and (2) no matter, other than the election of directors at an annual meeting, may be brought up which expressly requires the vote of members pursuant to the Connecticut Revised Nonstock Corporation Act.

Notice of any meeting shall be given to each member entitled to vote at such meeting.  Unless otherwise provided herein or required by law, notice may be communicated in person, by mail or other method of deliver, or by telephone, voicemail or other electronic means, not less than ten (10) days but no more than sixty (60) days before the date of the meeting.

When an annual, regular or special meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.

Section 3.8     Waiver of Notice.     A member may waive any notice required by law, the Certificate of Incorporation or those bylaws before or after the date and time stated in the notice.  The waiver shall be in writing, shall be signed by the member entitled to such notice, and shall be delivered to the secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records.  Attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes describe in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 3.9     Record Date.     The board of directors shall, by resolution, fix a record date for the purposes of determining the members entitled to notice of a meeting of the members, to demand a special meeting, to vote or to take any other action.  Such record date may not be more than seventy (70) days before the meeting or action requiring determination of members.

Section 3.10     Members’ List or Record for Meeting.     After the board of directors has fixed a record date for the meeting of the members, the secretary shall prepare an alphabetical list of the names and addressees of all of the members who are entitled to notice of the meeting.  The members’ list so prepared shall be made available for inspection by any member entitled to vote at the meeting, beginning two (2) business days after the notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 3.11     Proxies.     By notice given to the members, the board of directors may, in its discretion, with respect to a particular meeting or meetings of the members or generally with respect to all meetings of the members, permit every member entitled to vote in person at such meeting or meetings to authorize another person or persons to vote on behalf of such member at such meeting or meetings by proxy.  Every proxy appointment form must be signed by member or such member’s duly authorized attorney-in-fact.  An appointment of a proxy becomes effective when received by the secretary of the Corporation or other officer or agent authorized to tabulate votes.  A proxy shall be valid for eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy appointment form.  Every proxy shall be revocable at the pleasure of the member executing it, except as may be otherwise provided by law.

Section 3.12     Quorum.     Those members entitled to vote, present in person or by proxy, at any meeting of members of the Corporation shall constitute a quorum for such meeting.

Section 3.13     Vote.     Each member shall have one vote on each matter voted on by a meeting of members. Whenever action other than the election of directors is to be taken by vote of the members, it shall, except as otherwise required by law or the Certificate of Incorporation, be authorized if approved by a majority of the votes cast.  Directors shall be elected by a plurality of the votes cast by members entitled to vote at a meeting at which a quorum is present or by mail, as set forth in Section 3.15(b) below.

Section 3.14     Presiding Officer and Secretary.     At any meeting of the members, if neither the president, nor a vice-president, nor a person designated by the board of directors to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. If the secretary of the board of directors is not present, the appointee of the person presiding at the meeting shall act a secretary of the meeting.  The president shall determine the order of the meeting.

Section 3.15     Action Without a Meeting.  (a) Any action permitted to be taken at a meeting of the members may be taken without a meeting if all members entitled to vote on the action consent in writing to the action.  The action shall be evidenced by a written consent describing the action taken or to be taken, signed by all of the members entitled to vote on the action, and delivered to the secretary for inclusion in the minutes of the meetings of the members.

(b) At the discretion of the board of directors, where directors or officers are to be elected by members or any other action is to be voted upon by members, such elections may be conducted, and such actions voted upon, by mail.  A description of the elections to be conducted or actions to be voted upon, as the case may be, shall be mailed to the members entitled to vote thereon not less than ten (10) days prior to the date on which the votes are to be counted.  The secretary shall count the votes returned by mail, and report the result of such elections or such vote by mail to the members and the directors.  A ballot signed under this section shall have the same force and effect as a vote of the member who signed the ballot at a meeting duly held and may be stated as such in any certificate or document filed pursuant to the Connecticut revised Nonstock Corporation Act.  Whenever the certificate of incorporation, these bylaws, or the Connecticut Revised Nonstock Corporation Act requires a designated proportion of voting power of members, such proportion shall be determined from the total number of members who actually vote by mail, rather than from members entitled to vote.

Section 3.16     Dues, Assessments, Fines and Penalties.     The Corporation may levy dues and assessments, impose fines and penalties as determined by the board of directors.  Any fines or penalties shall not exceed the higher of (1) the annual membership dues or assessment or (2) any initiation fee.

Article IV

Board of Directors

Section 4.1     Power of Board and Qualification of Directors.     Except as otherwise stated herein or in the Certificate of Incorporation, all corporate powers shall be exercised by or under the authority of, and the activities, properties and affairs of the Corporation shall be managed by or under the direction of, the board of directors.  A director must be a resident of the state of Connecticut and a member of the corporation in good standing.  Members of the same immediate family may not serve concurrently as directors.

Section 4.2     Number of Directors.     The number of directors constituting the entire board of directors shall be not fewer than three (3) nor more than twelve (12).  The number of directors constituting the board of directors shall be the number prescribed by the directors within the foregoing range, or, if no such number has been prescribed, shall be the number of directors then in office.  the number of directors may be increased or decreased by action of the members entitled to vote.

Section 4.3     Election and Term of Directors.     The board of directors shall be a staggered board, divided into, as nearly equal as possible, two  (2) groups of directors.  At each annual meeting of the members, the members shall elect or re-elect directors to replace those directors whose terms are expiring, each director thereafter to serve a term of two (2) years and until his or her successor is elected; provided, however, that at the annual meeting of members immediately following the adoption of those bylaws, the directors in one (1) such group of directors elected by the members at such meeting shall serve an initial term of only one (1) year (and if any such director is re-elected at a subsequent meeting of the members, such director shall then serve a term of two (2) years) and until his or her successor is elected.  If the number of directors is changed by the board of directors in accordance with the bylaws, any increase or decrease shall be apportioned among the groups of directors so as to maintain the number of directors in each group of directors as nearly equal as possible.  No director shall serve more than three (3) consecutive full two-year terms, unless he or she has had an intervening year in which he or she was not a director, provided, however, that a person who is appointed to fill a vacancy on the board of directors pursuant to Section 4.6, where the remaining portion of the term to be filled by such appointment is one (1) year or less, may serve three (3) consecutive two-year terms immediately following such appointment, and provided, further, however, that a person who was serving as a director immediately prior to the adoption of these bylaws and is re-elected at the annual meeting of the members immediately following the adoption of theses bylaws may serve three (3) consecutive two-year terms following such re-election.

Section 4.4     Removal of Directors.     Except as may otherwise be provided in the Certificate of Incorporation, any one or more of the directors may be removed with or without cause at any time by action of the members of the Corporation entitled to vote for the election of directors.

Section 4.5     Resignation.     Any director may resign at any time by delivering written notice to the board of directors, its president, or its secretary.  Such resignation shall take effect when such notice is so delivered unless the notice specifies a later effective date.

Section 4.6     Newly-Created Directorships and Vacancies.     Newly created directorships resulting from an increase in the number of directors shall be filled by the board of directors.  Vacancies occurring in the board of directors for any other reason may be filled by the board of directors.  Any director elected pursuant to this Section 4.6 shall serve until his or her successor is elected.

Section 4.7     Meetings of the Board of Directors.     An annual meeting of the board of directors shall be held each year at such time and place as shall be fixed by the board of directors, for the election of officers and for the transaction of such other business as may properly come before the meeting.  Regular meetings of the board of directors shall be held at such times as may be fixed by the board of directors.  Meetings of the board of directors shall be held no less than on a quarterly basis per calendar year.  Special meetings of the board of directors may be called at any time by the president of the board of directors or by a majority of the directors.

Regular and special meetings of the board of directors may be held at any place in or out of the state of Connecticut.  Regular meetings of the board of directors shall require five (5) days advance written notice given in person, by mail or other method of delivery, or by telephone, voicemail or other electronic means.  Unless stated in a written notice of the meeting, no vote on the removal of a director or the adoption, amendment or repeal of theses bylaws or the Corporation’s Certificate of Incorporation may occur.  Notice of each special meeting of the board of directors shall include the date, time and place of the meeting and shall be given in person, by mail or other method of delivery, or by telephone, voicemail or other electronic means not less than two (2) days before the date of the meeting and shall state the purpose or purposes for which the meeting is called.

Section 4.8      Waiver of Notice.      A director may waive any notice required by law, the certificate of incorporation or these bylaws before or after the date and time stated in the notice.  The waiver shall be in writing, shall be signed by the director, and shall be delivered to the secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records.   A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of such meeting, or promptly upon his or her arrival, such director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

Section 4.9     Quorum of Directors and Voting.     Unless a greater proportion is required by law or by the Certificate of Incorporation, a majority of the number of directors prescribed in accordance with Section 4.2 shall constitute a quorum for the transaction of business or of any particular business.  Except as otherwise provided by law or by the Certificate of Incorporation, the affirmative vote of a majority of the directors present and voting at the meeting at the time of such vote, if a quorum is then present, shall be the act of the board of directors.  Voting by proxy is not permitted.

Section 4.10      Action Without a Meeting.     Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board of directors.  Such action shall be evidenced by one or more written consents describing the action taken, shall be signed by each director and shall be included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this Section 4.10 is the act of the board of directors when one or more consents signed by all the directors are delivered to the Corporation.  The consent may specify the time at which the action taken thereunder is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the Corporation prior to delivery to the Corporation of unrevoked written consents signed by all the directors.

Section 4.11     Meetings by Conference Telephone.     Any one or more members of the board of directors may participate in any meeting of the board of directors by, or conduct the meeting through the use of, any means of conference telephone or similar communications equipment by which all directors participating in the meeting may simultaneously hear each other during the meeting.  A director participating in a meeting by such means is deemed to be present in person at the meeting.

Section 4.12      Adjournment.     A meeting of the board of directors may be adjourned.  Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary.  At an adjourned meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting originally called.

Section 4.13     Compensation of Directors.     No director shall receive compensation for services rendered to the Corporation in such capacity, but directors shall be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the board of directors shall determine, consistent with the requirements of Section 33-1092 of the Connecticut Revised Nonstock Corporation Act.  Notwithstanding the foregoing, the Corporation shall provide no reimbursement for expenses or compensation other than those reasonable and necessary in furthering the Corporation’s purposes. No director shall receive any service or benefit not provided to the general public.  Directors may receive reasonable compensation for services performed in other capacities for or on behalf of the Corporation pursuant to authorization by the board of directors, subject, however, to Article VIII of these bylaws and to Sections 33-1127 through 33-1131 of the Connecticut Revised Nonstock Corporation Act.

Section 4.14     Minutes.     The secretary shall record or arrange to be recorded 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 Corporation.

Article V

Committees

Section 5.1      Committees.     To facilitate consideration of the business and governance of the Corporation, the following standing committees are established: (1) the Executive Committee, (2) the Finance Committee, (3) the Membership Committee and (4) the Development/Fundraising Committee. The duties and the construction of such committees shall be prescribed by the board of directors. The board of directors may create one or more other committees and shall appoint one or more members of the board of directors to serve on them.  The creation of a committee and the appointment of directors to a committee shall be approved by a majority of all the directors in office when the action is taken.  The board of directors may appoint one or more directors as alternate directors to replace any absent or disqualified director during the director’s absence or disqualification.  The board of directors may also appoint persons who are not members of the board of directors to serve in an advisory non-voting capacity on any committee of the board of directors.  In addition, the board of directors may create one or more additional advisory committees and appoint such individuals, who may or may not be members of the board of directors, to serve on such committees as the board of directors determines will assist it by providing sound advice, reflecting the views of the community or otherwise serving the best interests of the Corporation.

Section 5.2       Authority of Committees.     All committees shall be advisory only.  For the avoidance of doubt, in no event may a committee do any of the following:

(1)           fill vacancies on the board of directors or, except as provided in this section, on any of its committees;

(2)           adopt, amend or repeal these bylaws or make changes to the Corporation’s certificate of incorporation;

(3)           approve a plan of merger;

(4)           approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Corporation, other than in the usual and regular course of affairs of the Corporation; or

(5)           approve a proposal to dissolve the Corporation.

Article VI

Officers

Section 6.1      Officers; Eligibility.     The board of directors shall elect a president, vice president, treasurer, and secretary, and such other officers as determined by the board of directors.

Section 6.2     Election; Term of Office; Removal; Vacancies.     All officers shall be appointed at the annual meeting of the board of directors or at any other meeting of the board of directors as the board of directors may determine.  Each officer shall hold office for one (1) year and until his or her successor has been appointed and qualified.  There shall be no limit to the number of times an officer can be re-elected to a particular office.  Any officer may be removed by the board of directors at any time with or without cause.  Any vacancy or vacancies occurring in any office of the Corporation may be filled until the next meeting at which officers are elected 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 is less than a quorum, and though such majority is less than a quorum.

Section 6.3      Resignation.      Any officer may resign at any time by delivering written notice to the Corporation.  Unless the written notice specifies a later effective time, the resignation shall be effective when the notice is delivered to the board of directors, its president, or the secretary of the Corporation.

Section 6.4      Powers and Duties of Officers.

A.  President.  The president shall preside at each meeting of the directors and shall have such powers and duties as usually pertain to the office of president and shall perform such other duties as may from time to time be assigned to him or her, or specifically required to be performed by him or her, by these bylaws, by the board of directors or by law, including but not limited to, setting the policy and strategic planning agenda of the Corporation, monitoring with the treasurer financial planning and reporting of the Corporation, assuming a leading role in fundraising activities along with any appointed committee chair, and representing the Corporation at public functions and before stakeholders of the Corporation. In general, the president shall consult with and advise the executive director of the Corporation, if any, with respect to the achievement of the mission of the Corporation.  If there is no executive director, the president shall assume the duties of the executive director.

B.  Vice-President.  In the absence of the president or in the event of the president’s inability or refusal 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.  The vice-president shall assist the president with duties specified by the president and perform such other duties and have such other powers as the board of directors may from time to time prescribe by standing or special resolution, or as the president may from time to time provide, subject to the powers and the supervision of the board of directors.

C.  Secretary.  The secretary shall be responsible for preparing and maintaining custody of minutes of all meetings of the board of directors and the members and for authenticating and maintaining the records of the Corporation, and shall give or cause to be given all notices in accordance with these bylaws or as required by law, and, in general, shall perform all duties customary to the office of secretary, including but not limited to collecting and distributing meeting agendas, minutes of meetings and board reports prior to each board meeting, maintaining records of policies and procedures of the Corporation and other official documents.

D.  Treasurer.  The treasurer shall oversee the custody of all funds and securities of the Corporation, shall supervise the keeping of full and accurate accounts of receipts and disbursements of all funds of the Corporation, shall oversee the maintenance of the accounting books and records of the Corporation, and shall supervise the deposit of all monies and valuable effects in the name and to the credit of the Corporation in depositories designated by the board of directors.  The Treasurer shall report to the board of directors periodically on the financial condition of the Corporation in such detail as the board of directors may request from time to time and shall discharge all other duties required of such officer by law or assigned to him or her from time to time by the board of directors or as are incident to the office of treasurer.

Article VII

Executive Director

The executive director, if any, shall serve at the pleasure of the board of directors.  The executive director 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 of directors. The executive director shall see that all orders and resolutions of the board of directors are carried into effect.  In general, the executive director shall perform other duties as may from time to time be assigned to him or her, or specifically required to be performed by him or her, by these bylaws, by the board of directors, or by law.  The compensation and terms of employment of the executive director shall be determined at least annually by the board of directors.  The board of directors will meet in executive session to evaluate the executive director’s performance and decide upon the annual salary of the executive director.  If there is no executive director, the president shall assume the duties, but not the compensation, of the executive director.

Article VIII
Directors’ Conflicting Interest Transactions

Section 8.1      Conflicts of Interest; Adoption of Policy.      The Corporation shall adopt a conflict of interest policy to ensure that any potential “directors’ conflicting interest transaction” as that term is defined in Section 33-1127 of the Connecticut Revised Nonstock Corporation Act, or any potential “excess benefit transaction” involving a “disqualified person,” (including a director or officer of the Corporation) as those terms are defined in Section 4958 of the Internal Revenue Code, shall only be undertaken after the requisite disclosure, determinations and voting by directors as provided in Sections 33-1129 and 33-1130 of the Connecticut Revised Nonstock Corporation Act and under any relevant regulations of the Internal Revenue Service.

Section 8.2     Disclosure; Annual Review of Policy.     The conflict of interest policy shall be reviewed by the board of directors at least annually.  At the time of his or her election or appointment, each director or officer of the Corporation may be asked to complete a disclosure statement identifying all related parties of the director or officer who have a conflicting interest with respect to any transaction between such person and the Corporation.  These statements shall be kept on file at the Corporation’s office.  These statements shall be updated annually and any additions or other changes shall be made by the director or officer in writing as they occur.

Article IX

Finances

Section 9.1     Fiscal Year.     The fiscal year of the Corporation shall be the calendar year or such other year as established by the board of directors.

Section 9.2     Budget.     The board of directors shall prepare and adopt a budget annually.

Section 9.3      Annual Financial Statement.     The Corporation shall prepare an annual financial statement for distribution to the board of directors.

Article X

Miscellaneous

Section 10.1     Checks, Notes and Contracts.     The board of directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 10.2       Written Notice or Consent.      Any written notice or consent required hereunder may, without limitation, be issued by regular mail, hand delivery, electronic transmission or facsimile.

Section 10.3      Books and Records.     The Corporation shall keep at its office correct and complete books and records of the accounts, activities and transactions of the Corporation, the minutes of the proceedings of the board of directors, and a current list of the directors and officers of the Corporation and their business addresses.  Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 10.4     Amendments to Bylaws.      These bylaws may be amended, amended and restated, supplemented or repealed in accordance with the certificate of incorporation of the Corporation.

Section 10.5      Meeting Procedures.     The Executive Committee shall recommend to the board of directors and the board of directors shall establish meeting rules of order.

Section 10.6     References.     Reference in these bylaws to a provision of the Internal Revenue Code is to such provision of the Internal Revenue Code of 1986, as amended, or the corresponding provision(s) of any subsequent federal income tax law.  Reference in these bylaws to a provision of the Connecticut Revised Nonstock Corporation Act or any provision of Connecticut law set forth in such statutes is to such provision of the General Statutes of Connecticut, Revision of 1958, as amended, or the corresponding provision(s) of any subsequent Connecticut law.

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