BY-LAWS

ARTICLE I

NAME

The name of this not for profit corporation is CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC.

ARTICLE II

PURPOSE

Section 1. Purpose of the Corporation.

The purpose of this not for profit social welfare corporation shall be to promote exclusively the social welfare of boys and girls in the state of Connecticut as served by various participating Boys & Girls Clubs in the state of Connecticut that are affiliated with BOYS & GIRLS CLUBS OF AMERICA, to provide guidance and to promote the health, social, educational, vocational, character, and cultural development of boys and girls served by the participating Boys & Girls Clubs in the state of Connecticut without regard to race, color, creed, or national origin; and to receive, invest and disburse funds and to hold property for the purposes of the corporation. These purposes shall be achieved by:

     (a) providing a mechanism for joint decisions, communication and exchange of ideas,

     and cooperative action among participating Boys & Girls Clubs in the state of Connecticut;
     (b) developing and expanding quality youth development throughout the state;
     (c) promoting public awareness of youth development and the problems youth face throughout

     the state;
     (d) promoting and strengthening Boys & Girls Clubs’ relationships with public and private

     agencies throughout the state;
     (e) raising funds solely from the State of Connecticut and its agencies and
      political subdivisions.

Section 2. Corporation under Section 501(C) (4) of the Internal Revenue Code.

The corporation is organized exclusively for social welfare within the meaning of Section 501(C) (4) of the Internal Revenue Code. Notwithstanding any contrary provision of these by-laws, the corporation shall not engage in any activity that is not permitted to organizations qualifying for exemption under Section 501(C)(4) of the United States Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue law.

ARTICLE III

MEMBERS

Section 1. Qualifications of Members.

Full membership, with voting privileges, is accorded to all CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. affiliates who have paid their dues that are set at a minimum of $100.00 annually, are in good standing with BOYS & GIRLS CLUBS OF AMERICA, and are in compliance with any formula and schedule adopted by the Board of Directors. The Executive committee may review exceptions. All persons who meet these requirements and support the objectives of this corporation are eligible for associate membership. The Board of Directors may establish additional classes of membership and

impose different amounts of dues or assessments as to each class of membership. All CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. members are encouraged to participate in all of the corporation’s public affairs activities.

Section 2. Annual Meeting.

The annual meeting of the members of the corporation shall be held annually and on the date and at the time and place that the Board of Directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held when practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 3. Special Meetings.

Special meetings of the members for any purpose shall be held when called by the President of the Board of Directors, or when requested in writing by fifty percent of all the members entitled to vote at the meeting. A meeting requested by members shall
be called for a date not less than fifteen nor more than sixty days after the request is made, unless the members requesting the meeting designate a later date. The Secretary shall issue the call for the meeting, unless the President, the Board of Directors, or members requesting the meeting designate another person to do so. The members at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 4. Place.

Meetings of members may be held either within or outside of the State of Connecticut in person, by teleconference, or by any other electronic means of participation that allows for exchange of communication.

Section 5. Notice.

A written notice of each meeting of members, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member of record entitled to vote at the meeting, not less than ten or more than sixty days before the date set for the meeting, either personally, by first-class mail, or by electronic transmission (fax/e-mail), by or at the direction of the President, the Secretary, or the Officer or other persons
calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the member at his/her address as it appears on the records of the corporation.

Section 6. Waivers of Notice.

Whenever any notice is required to be given to any member of the corporation under these by-laws, the articles of incorporation, or the Connecticut Statutes, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a member entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of notice of the meeting, except when the member attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Membership Voting.

Each CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. affiliate that is a member of the corporation shall have one vote on electing board members and changing by-laws. A member may vote either in person or by proxy. All proxies shall be executed in writing by the member, but can be submitted by electronic means.

Section 8. Membership Quorum.

At least 25% of the CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. affiliates that are members of the corporation must be represented to constitute a quorum. A CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. member will be deemed represented if one of its representatives is present in person. If a quorum is present, the affirmative vote of a majority of the members on a matter that is properly presented to the members is the act of the membership unless otherwise provided by law. After a quorum has been established at a member’s meeting, a withdrawal of members that reduces the number of members entitled to vote at the meeting below the number required for a quorum does not

affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the member’s withdrawal.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Function.

The Board of Directors of the corporation shall manage the business of the corporation and exercise its corporate powers.

Section 2. Number.

The Board of Directors shall be composed of no less than 2 persons elected by the membership, and a sufficient number of persons appointed by BOYS & GIRLS CLUB OF AMERICA to constitute a majority of the directors. The number of directors may be increased or diminished from time to time by an amendment to these by-laws, but shall not be less than five and no greater than 15. Any increase or decrease in the number of directors shall be in written form and approved by a majority of the members of the corporation at any regular or special meeting of members, but no decrease shall have the effect of shortening the term of any incumbent director, unless the members remove the director. Notwithstanding any contrary provisions of these by-laws, the number of directors appointed by BOYS & GIRLS CLUBS OF AMERICA will be at least 51% of the total number of directors of the corporation.

Section 3. Qualification.

Each member of the Board of Directors must be at least 18 years old. Each director shall represent the interests of CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC.

Section 4. Appointment and Term.

The persons named in the IV: Board of Directors, of the Articles of Incorporation of CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. shall hold office until the first Annual Meeting and until their successors have been appointed and qualified or until their earlier resignation, removal from office, or death. At the first Annual Meeting, directors appointed or elected as provided in Section 2 will be divided into two classes, as nearly equal in number as possible, one of which shall serve for an initial term of office of one year and the other of which shall serve for an initial term of two years. After the expiration of such initial terms, each director shall serve for a term of two years from the Annual Meeting at which he or she is elected or appointed, and thereafter until his or her successor shall be appointed or elected.

Section 5. Compensation.

No director of the corporation will receive any direct or indirect compensation, salary, or payment for his/her services.

Section 6. Duties of Directors.

A director shall perform his/her duties as a director, including his/her duties as a member of any committee of the Board upon which he/she serves, in good faith, in a manner he/she reasonably believes to be in the best interests of the corporation.

Section 7. Presumption of Assent.

A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken is presumed to have assented to the action unless he/she votes against it or expressly abstains from voting on it.

Section 8. Quorum and Voting.

A majority of the Board of Directors must be present to constitute a quorum provided however, that there is at least one director representing the membership of the corporation. The act of the majority of the directors at a meeting, at which a quorum is present, is the act of the Board of the Directors. A Board member may vote either in person or by proxy. All proxies shall be executed in writing by the member, but can be submitted electronically. Board resolutions held outside of a Board meeting must be in writing and unanimously approved.

Section 9. Place of Meeting.

Regular and special meetings by the Board of Directors may be held within or outside of the State of CONNECTICUT in person, by teleconference, or by any other electronic means of participation that allows for exchange of communication.

Section 10. Regular Meetings.

A minimum of one scheduled meeting of the Board of Directors shall be held per year. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution. Members of
the CONNECTICUT ALLIANCE BOYS & GIRLS CLUBS, INC. may attend Board meetings as a non- voting participant.

Section 11. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or on written petition of three Board members.

Section 12. Notice of Meetings.

Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery or by first class mail, in person, or by electronic transmission (fax/e-mail), not less than five days prior to the date to the date of each meeting. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, any objection to the transaction of the business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice of waiver of notice of the meeting.

Section 13. Adjournment of Meetings.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to other directors.

ARTICLE V

OFFICERS

Section 1. Officers.

The Officers of this corporation shall be elected from among the members of the Board of Directors and shall consist of an Honorary Chairman who is the President of BOYS & GIRLS CLUBS OF AMERICA or his/her delegate, President, First Vice President, Secretary, and Treasurer, and other such Officers as the Board of Directors may elect. The Board, from time to time, may elect or appoint other Officers, Assistant Officers, and Agents, who shall have the authority and perform the duties prescribed by the Board. One person, other than the President, may hold any two or more offices. The failure to elect a President, Secretary, or Treasurer shall not affect the existence of the corporation.

Section 2. Time of Election and Term of Office.

The persons named in the Article VI: Officers, of the Articles of Incorporation CONNECTICUT ALLIANCE OF BOYS & GIRLS CLUBS, INC. shall hold office until the first Annual Meeting and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. With the exception of the Honorary Chair, the Board of Directors shall elect the Officers from names submitted by the Nominating committee and any additional nominations made from the floor and shall be elected for a term of two years. All Officers shall hold office until their successors have been elected or appointed and have qualified or until their earlier resignation, removal from office, or death.

Section 3. Duties of Officers

A. Honorary Chair.

The Honorary Chair shall be the President of BOYS & GIRLS CLUBS OF AMERICA or his/her delegate. The Honorary Chair may appoint a replacement to vote. He/she shall advise in all program and policy matters, and be a member of the Executive committee.

B. President.

The President shall preside at all meetings of the Board of Directors. The President shall appoint the Chairs of all standing committees and shall be a member, ex officio, with a vote, of all standing committees except the Nominating committee.

C. First Vice President.

The First Vice President shall perform the duties of the President during the absence or disability of the President, and shall have further duties and powers as shall be assigned by the President or Board of Directors.

D. Secretary.

The Secretary shall (a) keep the minutes of the proceedings of the members and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) maintain custody of the corporate records and the corporate seal; (d) attest the signature of the Officers and Executive Director, if any, when he/she executes documents on behalf of the corporation, and assure that the seal is affixed to all documents of which execution on behalf of the corporation under its seal is duly authorized; (e) keep a register of the post office address of each member that shall be furnished to the Secretary of the member; and (f) in general, perform all duties incident to the office of Secretary and other duties as from time to time may be prescribed by the President of the Board of Directors.

E. Treasurer.

It shall be the duty of the Treasurer to (a) ensure that full and accurate records of receipts, disbursements and accounts are rendered by the Executive Director to the Board upon request; (b) have authority to open bank accounts in the corporation’s name upon authorization of the Board, and to sign checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation; (c) give a report at each meeting of the Board of Directors; (d) ensure that the corporation accounts are audited annually by a Certified Public Accountant, and report the results of the audit to the Board; and (e) in general, perform all the duties incident to the office of the Treasurer not delegated to the Executive Director, and other duties as from time to time may be assigned by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in the sum and with the surety or sureties that the Board of Directors determines.

Section 4. Salaries.

No Officers of the corporation shall receive any salary, wages or other compensation for their services.

ARTICLE VI

COMMITTEES
Appointment, Membership & Functions

Section 1. Committees.

The committees shall be:

A. Executive
B. Nominating
C. Distribution
and such committees as may be deemed advisable by the President or the Board of Directors.

Section 2. Committee Chairs.

The Executive committee shall be chaired by the President. The President shall appoint Chairs of any additional committees from the members of the Board of Directors. The nominating Chair shall be elected by the Board.

Section 3. Selection of Committee Members.

All CONNECTICUT ALLIANCE BOYS & GIRLS CLUBS, INC. members are eligible for committee participation. Committee Chairs shall select committee members, in consultation with the President. With the exception of the Executive committee, members of the committees are not required to be members of the Board. All committee members shall be approved by action of the Board of Directors.

Section 4. Committee Quorum.

A majority of the members of the committee present either in person via teleconference, or by any other electronic means of participation that allows for exchange of communication, shall constitute a quorum for any committee meeting.

Section 5. Functions of the Committee.

Functions of the committees are as outlined below:

A. Executive Committee.

The Executive committee shall consist of the Officers of the corporation, the Chairpersons of various standing committees, and other such members as may be deemed advisable and shall have all the powers of the Board of Directors between meetings of

the Board. The Executive committee shall assume such duties and powers as are delegated to it by the Board of Directors. The Executive committee reviews all legal matters affecting the organization; reviews insurance matters; reviews by-laws periodically

and ensures requirements are being met; and formulates recommendations for Board action.

B. Nominating Committee.

The Nominating committee, comprised of at least three members, shall prepare for a slate of officers for presentation to the Board of Directors for election; the list of nominees will be circulated 15 to 30 days prior to the meeting at which elections will be held; periodically review Board membership and recommend additional representation needed for a more effective Board; and other such duties as may be assigned by the Board of Directors. A waiver of notice is acceptable if approved by the Board.

C. Distribution Committee.

The Distribution committee shall consist of the members of the Board of Directors, one of whom shall be a nominee of BOYS & GIRLS CLUBS OF AMERICA and an appropriate number of members of the corporation, as appointed by the Board. The Distribution committee shall be responsible for determination of the membership dues amount; developing plans and making recommendations to be Board as to specific amounts and timing of distribution by the corporation to members of the corporation; and make certain that during the distribution process, the member organization is in good standing with BOYS & GIRLS CLUBS OF AMERICA. This committee shall also prepare and continually review the annual budget.

Section 5. Actions of the Committees.

Recommendations made by committees should be formally approved by the Board and minutes of the meeting circulated.

ARTICLE VII

PRINCIPAL OFFICE

The principal office of the corporation will be housed at the Boys & Girls Club of the Lower Naugatuck Valley. The Board of Directors may change the office with proper notification to all members as well as the state of Connecticut Division of Corporations.

ARTICLE VIII

FINANCES

Section 1. Funding.

The corporation shall seek funds solely from state and federal government and its agencies and political subdivisions to carryout the purposes of the corporation.

Section 2. Deposit of Funds.

All of the funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

Section 3. Issuance of Drafts, Checks, etc.

All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by the President, Treasurer of other designated Officer or staff of the corporation; and in such manner as shall from time to time be determined by the Board.

Section 4. Fiscal Year.

The fiscal year of the corporation shall be the calendar year. Dues shall be paid in lump sum at the beginning of the fiscal year, on a quarterly basis or according to a plan approved by the Treasurer. Dues shall be paid in a timely manner so that all dues for
the year are paid by December 31.

Section 5. Prohibition against Issuance of Stock or Payment of Dividends.

The corporation shall have no power to issue any shares of stock or to declare of pay any dividends.

Section 6. Use of Income.

(a) No part of the income or assets of the corporation shall inure to any of its members, directors or officers as such, or be distributed to any of them during the life of the corporation or upon its dissolution or final liquidation. (b) The corporation shall not make loans to its officers, directors or employees. Any director who votes for or assents to making a loan or advance to an officer, director or employee of the corporation, and any officer who participates in making of such loan or advance, shall be jointly and severally liable to the corporation for amount of such loan until repayment thereof.

Section 7. Books and Records.

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any authority under the Board of Directors; and it shall also keep at its principal office a record of the names and addresses of its members entitled to vote. Any member entitled to vote or his agent or attorney, for any proper purpose, at any reasonable time may inspect all books and records of the corporation.

Section 8. Audit of Financial Transactions.

The financial transactions shall be audited annually by an independent certified public accountant in accordance with generally accepted accounting principles.

ARTICLE IX

NONPOLITICAL NATURE OF CORPORATION

The corporation and it officers and directors as such, shall not on behalf of the Alliance contribute to or otherwise support or assist any political party or candidate for public office.

ARTICLE X

LIABILITY

The corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority.

ARTICLE XI

USE OF ASSETS OF DISSOLUTION

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation by distributing them to Boys & Girls Clubs in the state of CONNECTICUT or to BOYS & GIRLS CLUBS OF AMERICA provided these organizations continue to qualify for exemption under Section 501 © (3) of the Internal Revenue Code. Any such assets not so distributed shall be disposed off by the Circuit Court of the county in which the principal office of the corporation is then located exclusively for such purposes or such corporations or organizations as the court determines are organized and operated solely for nonprofit purposes.

ARTICLE XII

INDEMNIFICATION

Any person, his/her heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he/she, is or was a Director, Officer, Employee, or Agent of this corporation or serves or served any other corporation or other enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his/her related expenses to the full extent permitted by law. In discharging his/her duty, any Director, Officer, Employee or Agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the Director, Officer, Employee, or Agent reasonably believes to be reliable and competent in the matter presented; (2) counsel, public accountants, or other persons as to matter that the Director, Officer, Employee or Agent believes to be within the person’s professional or expert competence; or (3) in the case of the Director, a committee of the Board of Directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the Director reasonably believes the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his/her heirs, or personal representatives may be entitled. The corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all Directors, Officers, or Employees.

ARTICLE XIII

SEAL

The corporate seal shall have the name of the Corporation, the fact that it is a corporation not for profit, and the word “seal” inscribed on it, and it may be a facsimile, engraved printed, or an impression seal.

ARTICLE XIV

AMENDMENTS TO ARTICLES OF INCORPORATION

The Articles of Incorporation may be amended, altered, or rescinded only upon two-thirds vote of the members of the Board of Directors voting on the question of amendment, alteration, or rescission. The proposed amendments shall be distributed with the notice of the meeting.

ARTICLE XV

AMENDMENTS TO BY-LAWS

The by-laws may be amended, altered, or rescinded only upon two-thirds of the Board of Directors, and two-thirds vote of the members voting on the question of amendment, alter ation, or rescission. The proposed amendments shall be distributed with the notice of the meeting. In order to be effective, any amendment approved hereby must be in writing and attached to these by-laws.

Secretary
Board of Directors