CONNECTICUTNETWORK to ABOLISH the DEATH PENALTY, Inc.
ARTICLE I: NAME, PRINCIPAL OFFICE AND EXECUTIVE DIRECTOR
SECTION 1: The name by which the Corporation shall be known is the Connecticut Network to Abolish the Death Penalty (CNADP) and it is a nonprofit organization incorporated under the laws of the State of Connecticut.
Article I: Name and Purpose
Section 1. Name
The name by which the Corporation shall be known is the Connecticut Network to Abolish the Death Penalty (CNADP) and it is a nonprofit organization incorporated under the laws of the State ofConnecticut.
Section 2. Purpose
The purposes for which the Corporation is organized are to education citizens about the death penalty and work towards the goal of abolition in the state and nation.
Article II: Membership
Section 1. Individual Members
The corporation shall have individual members. Individual members are defined as any individual who is actively involved in the functioning of the organization during the current membership year. Active involvement for an individual is defined as those who have signed CNADP’s resolution and have:
1. paid dues in full (or)
2. volunteered over 8 hours to the organization (or)
3. contributed in other significant ways to the organization, as determined by a majority vote of the Board of Directors.
Section 2. Institutional Members
The corporation shall have institutional members. Institutional members are defined as organizations that have signed CNADP’s resolution and have paid institutional dues in full, and which are accepted as institutional members by a majority vote of the Board of Directors.
Active institutional membership includes the ability to designate one individual as a representative of the organization. The designated representative has all of the privileges of individual membership. An individual can serve, and therefore vote, either as an individual member or as the representative of an institution, but not both. Organizational members can further increase their involvement by engaging their own members as members in the corporation. As individual members, these people would be entitled to all of the privileges of membership.
Section 3. Dues
Dues shall be set on a schedule to be determined by the Board and approved by the membership of the organization in advance.
Section 4. Rights of Membership
Members must be present in order to vote. Each member shall have the right to vote at the Annual Business Meeting and on all other matters brought to a vote of the membership as defined in these bylaws.
Section 5. Resignation or Termination
Any member can resign by filing a writing resignation with the secretary. Resignation shall not relieve members of any charges previously accrued. A member can have their membership terminated by a super-majority of three-quarters of the Board or by the vote of the majority of the membership present at a regular or special meeting of the majority of the membership.
Article III: Meetings of Membership
Section 1. Annual Business Meetings
The Annual Business Meeting will be set between sixty (60) and ninety (90) days after the end of the business year. However, if the Annual Business Meeting cannot be held at that time, it may be called at any other time, following the 60-day mark, in place of an subsequent monthly meeting of the membership. The Annual Business Meeting will be called with 30 days notice to the membership of the organization, who are entitled a vote at the meeting directly following their year of membership.
At each annual meeting the membership shall vote on both the membership of the Board as defined in Article III, Section 1, and on the platform as submitted by the Board for the business year to come. The platform may be discussed by the membership prior to the vote, but it may not be amended. If the platform is approved, it is sent to the Board to determine implementation for the year. If the platform is rejected, the Board must resubmit a platform for vote at the subsequent membership meeting of the organization, and every meeting thereafter until a platform is approved.
Section 2. Membership Meetings
The organization shall hold a membership meeting at least once each month, unless canceled or postponed at a previous membership meeting. The President may also cancel a meeting due to unforeseen circumstances beyond the control of the President or Board.
All membership meetings will include a period set aside for members to ask questions and express concerns to the Board of Directors. Protocol for this portion of the meeting will be defined, in advance, by the Board of Directors.
Excluding commentary on Annual Meeting platforms (see Section 1), all members will be invited to comment either in person or in writing on any issues arising from this portion of the meeting before the subsequent Board (or Executive Committee, as appropriate) meeting. The Board (or Executive Committee) will set aside time at its next meeting to discuss all questions and concerns raised at the prior membership meeting, and will report back to the membership at the next membership meeting.
Section 3. Special Meetings
A special membership meeting may be called by the Executive Director, Executive Committee, or a simple majority of the Board. A petition signed by 5% of the voting membership may also call a special meeting. Business at a special meeting shall be restricted to the specific business for which the meeting it is called.
Section 4. Notice of Meetings
Meeting times and locations shall posted through a forum defined by the Board and made public at the Annual Business Meeting. Meetings shall follow a public schedule, with changes approved and announced at a previous membership meeting.
Section 5. Quorum
The members present at any properly called meeting shall constitute a quorum.
Section 6. Voting
All voting on issues shall be decided by a simple majority, unless otherwise defined by these Bylaws. All voting for elections shall be by approval voting.
Article IV: Directors
Section 1. Number, Election and Term of Office.
The Board shall consist of no fewer the seven (7) and no more than fourteen (14) directors. In addition, the Executive Director is a member of the Board ex officio. The number of directorships at any time between that minimum and maximum shall be the number of directors elected at the last annual meeting together with, up to three (3), additional directors elected at any regular or special meeting of the Board. Directors shall hold office for 2 years, during a term starting and ending with the annual business meeting.
Section 2. Board Elections
The members of the Board are determined by the membership of the organization at the Annual Meeting through an approval voting system. Voting occurs each year, with staggered terms, so that in each year half of the membership is up for re-election. A board member may serve a maximum of three, full, consecutive terms. Past directors may be re-elected to the board after a break of two years.
Section 3: Vacancies and New Directorships
A supermajority of 3/4 of the Board may fill vacant positions on the Board of Directors for the unexpired portion of the term. If this term is of under a year, the Director is still eligible to serve for his/her three consecutive terms, for a maximum of seven years of Board service. The election of new members shall require a supermajority of three-quarters of the directors present.
Section 4. Resignations and Terminations
A director may be removed from office for any reason by majority vote of all the members of the Board of Directors. If a director is absent from three (3) consecutive meetings of the Board during any business year without being excused by the Board or files a written notice with the Secretary, that director shall be deemed to have resigned.
Section 5: Regular Meetings of the Board
Regular meetings of the Board of Directors shall be held on a schedule to be approved annually by the current Board. In no event shall the Board meet less than quarterly. No notice of regular meetings must be given, but if no resolution is in effect, regular meetings shall be called in the same manner as a Special Meeting of the Board.
Section 6: Special Meetings
Special meeting of the Board may be called by the President. Any number of directors may request in writing that the President call a meeting of the Board. If the President does not call a meeting within five (5) days of the request, the director(s) making the request may call the meeting. At least three (3) days notice of a Special Meeting called by any party shall be given to each director on the Board. Notice need not be given to any director who attends the meeting or who waives notice in writing executed and filed with the Secretary of the Corporation either before or after the meeting. The Secretary shall file this waiver with the records of the meeting.
Section 7. Quorum
A quorum shall consist of a majority of the number of directors in office immediately before the meeting begins.
Section 8. Voting
At all meetings of the Board, each Director is entitled to have one (1) vote. Proxy voting by Directors is not permitted, except as required by these Bylaws. The affirmative vote of the majority of directors present at a meeting at which a quorum is present shall be required for every action by the Board unless a greater proportion of the directors votes are required by the Certificate of Incorporation, these Bylaws, or by Chapter 602 of the Act.
Section 9. Powers
The directors shall manage the property and business of the Corporation on behalf of membership. The Directors may act with discretion, consistent with the annual platform and any special resolution adopted by membership, provided their actions are not prohibited by law, the Certificate of Incorporation, or these Bylaws.
Section 10. Committees
Pursuant to Section 33-1101 of the Act, the Board may form additional committees, and may appoint two (2) or more directors or other persons to serve on these committees. The Board shall, by resolution, define the powers to be held by each committee, and each committee may exercise those, and only those, powers. Unless otherwise defined in resolution, each committee shall choose its own Chair, pursuant to the approval of the Board. Each committee shall keep minutes of its proceedings and shall report to the Board.
Section 11. Transaction of Business bv Telephone or bv Unanimous Consent; Agreement to Electronic Signatures.
(a) If a member of the Board of Directors cannot attend a meeting in person, he or she may participate in the meeting by telephone as long as:
(i) the member requested that telephonic participation of the chair in advance of the meeting and
(ii) everyone at the meeting can hear every other person participating in the meeting. A director who participates by telephone as described in this paragraph shall be treated as attending the meeting for all purposes.
(b) Pursuant to Section 33-1097 of the Act, any action required or permitted under the Act to be taken by the Board of Directors may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the Corporation. Action taken under this section is the act of the Board 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 pursuant to the consent is to be effective. A consent signed under this section has the effect of an action taken at a meeting of the board of directors and may be described as such in any document. The Secretary shall file these consents with the minutes of the meetings of the Board.
(c) As permitted by C.G.S. Section 1-260 et seq. (known as the “Connecticut Uniform Electronic Transactions Act” or “CUETA”) the Directors agree, by acceptance of their Directorships in the Corporation, that the signatures of the Directors required either for a unanimous consent of the Directors under Section 33-1097 of the Act or for any other purposes relating in any way to the Corporation, may be accomplished by an “electronic signature” as that term is defined in Section 1-267(7) of CUETA. The Board of Directors may from time to time adopt procedures for the use of electronic signatures in these circumstances.
Section 12. Indemnification and Reimbursement.
The Corporation shall be bound by and comply with the provisions of Sections 33-1116 through 1124 of the Act regarding indemnification of directors, officers and agents of the Corporation.
Article IV. Officers
Section 1. Title, Election, Term, and Duties
The Board shall elect an Executive Committee consisting of a President, Vice President, Treasurer, and a Secretary. The Board may also elect up to three (3) other officers whenever they determine that these officers are desirable. In addition, the Executive Director shall be a member, ex officio, of the Executive Committee. Executive Committee members are elected from, and by, the Board every year, for a term of one year. A majority of Members of the Board may remove any officer at any time, with or without notice or a hearing. The Board shall fill vacancies among officers. The duties of each officer shall be the duties prescribed by these Bylaws and those prescribed by the Board.
Section 2. President
The President shall preside at all meetings of the Board and all meetings of the membership. The President shall be in charge of and direct the business of the Corporation under the control of the Board.
Section 3. Vice President
The Vice President shall assist the President in the performance of the President’s duties and shall carry out the duties of the President whenever the President is unable to perform them.
Section 4. Treasurer
The Treasurer shall have the care and custody of and be responsible for the funds of the Corporation, shall keep the fiscal accounts and general ledger of the Corporation, including an account of all moneys received or paid out, and shall make quarterly reports to the Membership on the financial condition of the Corporation. The Treasurer shall prepare or have prepared a balance sheet and statement of income showing the financial condition of the Corporation on an annual basis as of a date not more than four months earlier than the date of the balance sheet. The financial statements shall be deposited at the principal office of the Corporation and kept there for at least ten years.
Upon request of the Board, the Treasurer will provide these statements to an outside auditor for verification before presentment. The Treasurer may endorse checks, notes and other obligations on behalf of the Corporation, for collection only, to the credit of the Corporation, in the banks and depositories designated by the Board. The Treasurer shall have custody of the stock, securities or other investment instruments owned by the Corporation, and shall have the power to endorse them for transfer on behalf of the Corporation.
Section 5. Secretary
The Secretary shall keep the minutes of the meetings of directors and membership and shall give notice of these meetings when notice is required. The Secretary shall keep all the books, records and papers of the corporation except those kept by the Treasurer or another person authorized to keep them by resolution of the Board.
Article V: The Executive Director
Section 1. Role of the Executive Director
The Board shall define the role and duties of the Executive Director. The Board shall provide the Executive Director with a written job description at the time of hiring. The Executive Director may act with discretion only where provided for by the Board.
Section 2. Position on the Board of Directors
The Executive Director shall have a position on the Board of Directors e officio and is entitled to all privileges, excluding limitations defined in Article IV: section 2, included therein.
Section 3: Hiring, Supervision, Appraisal, and Termination
The Executive Director reports solely to the Board of Directors. The Board of Directors is responsible for all acts including the hiring, supervision, appraisal and termination of the Executive Director. As a result, the Executive Director shall be excluded from any portion of a Board of Directors or Executive Committee meeting that includes such acts.
Article VI. Conflicts of Interest
The Corporation shall adopt procedures to assure that any potential “Directors’ Conflicting Interest Transaction” as that term is defined in Section 33-1127 of the 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 IRC Section 4958, shall only be undertaken after the requisite disclosure, determinations and voting by Directors of the Corporation as provided in Sections 33-1129 and 33-1130 of the Act and under any relevant regulations of the Internal Revenue Service. In addition, the Corporation shall take appropriate steps to comply with any additional restrictions on conflicts of interest that may appear in any agreement signed by the Corporation. The purpose of these requirements is to assure that the corporation and its officers and directors do not engage in improper conflicts of interest or otherwise violate any state or federal statutes or regulations.
Article VII. Distribution of Assets
Section 1. Generally
None of the income or assets of the Corporation shall ever be distributed to its officers or directors: provided, however, that the Corporation may reasonably compensate any of the officers and directors for services performed for the Corporation.
Section 2. Dissolution
If the Corporation is dissolved, any assets remaining after payment of all its liabilities and obligations shall be distributed to nonprofit organization(s) exempt under IRC Section 501 (c)(3) in such proportions and amounts as the Board shall determine.
Article VIII. Contracts, Checks & Funds
Section 1. Contracts
The Board may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks
All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such agents with such number of signatures as the Board may from time to time specify by resolution.
Section 3. Deposits
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
Article IX. Amendments
Section 1. Bylaws.
(a) These Bylaws may be amended at any time as set forth below, provided, however, that no change may be made in these Bylaws which will affect the exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
(b) As permitted by Section 33-1150 of the Act, no amendment to the Bylaws shall be valid unless it is adopted in accordance with the following procedure:
(i) Written notice of the meetings of the Board of Directors at which the amendment shall be considered, including the text of the proposed amendment (before any amendments thereto made at the subsequent meeting) shall be delivered to all directors at least one week before the Directors meeting.
(ii) At least 66% of the directors present at a duly called meeting of the Board of Directors at which a quorum is present shall vote in favor of such amendment.
Section 2. Record of Changes.
Whenever these Bylaws are amended or repealed, that action and the date on which it was taken shall be noted on the original Bylaws in the appropriate place, or a new set of Bylaws shall be prepared incorporating those changes.
Section 3. Inconsistencies with the Certificate of Incorporation.
If any provisions of these Bylaws are found to be inconsistent with any of the provisions of the Certificate of Incorporation, as presently existing or as amended, the Certificate of Incorporation shall be the controlling authority.
Article X. Parliamentary Authority
Section 1. Parliamentary Authority
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern meetings of the Board and the membership in all cases to which they are applicable and in which they are not inconsistent with the law, these By-Laws, and any special rules of order the Board may adopt.
Article XI. Fiscal Year
Section 1. Fiscal Year.
The Fiscal year of the Corporation shall end on June 30 of each year.
OBJECTIVES of CNADP:
Prior to the abolition of the death penalty inConnecticut, the CNADP will:
- Sponsor legislation to the Connecticut General Assembly to abolish the death penalty;
- Build effective alliances with legislators;
- Inform and educate legislators and the public at large on the rationale behind the Mission Statement;
- Build coalitions with supportive groups and individuals;
- Identify groups with opposing points of view in order to engage in an open dialogue;
- Collaborate with other state and national groups;
- Formalize and maintain the structure of the organization;
- Maintain the group’s finances;
- Create and maintain appropriate committees and leadership.
After the abolition of the death penalty inConnecticut, the CNADP will:
- Work to maintain the status of abolition inConnecticut;
- Work with other state and national groups to help them win abolition.