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Colchester Land Trust Bylaws

The Trust’s bylaws are the internal governing document for this organization. 
The following bylaws for the Colchester Land Trust were adopted on September 11, 2003 and revised on July 25, 2005.

ARTICLE I
Location

The Board of Directors shall designate the principal office of this Corporation.


ARTICLE II
Membership

SECTION 1 - REGULAR MEMBERS
Regular members shall be any person 18 years of age or older, any firm, corporation, partnership, trust, foundation, or other legal entity that has submitted an application, the form and content of which shall be determined by the Board of Directors.

SECTION 2 - SPECIAL GIFT MEMBERS
A Special Gift Member shall be any person, firm, trust, corporation, partnership or other entity that has donated real property in the amount of one acre or more.

SECTION 3 - VOTING

(a) Each member, whether an individual or a representative of a member firm, corporation, partnership, trust, foundation or other legal entity, shall be entitled to one vote.

(b) No member may vote by proxy or otherwise delegate his/her right to vote.

(c) No regular member may vote if his/her dues are delinquent unless such delinquency is specifically excused by the Board of Directors.

SECTION 4 - SUSPENSION, EXPULSION AND TERMINATION

(a) Any member, including Special Gift Members, may be expelled from the Corporation upon a recommendation by the Board of Directors and a vote of two-thirds (2/3) of the members present and voting at any regular or special meeting of this Corporation.

(b) A regular member shall automatically be dropped from membership upon the delinquency in the payment of dues for a period of two (2) years or more unless such payment is specifically excused by the Board of Directors. Such expulsion shall not require the vote of the membership as set forth in Section 4(a) above.

(c) The death, insanity or dissolution of a member shall terminate his/her membership. Memberships are not transferable.

(d) Any member may resign from this Corporation by filing a written notice of resignation with the Secretary of this Corporation.

SECTION 5 - DUES

(a) Special Gift Members shall not be required to pay dues.

(b) Regular Members shall pay annual dues as determined by the Board of Directors.


ARTICLE III
Board of Directors

SECTION 1 - COMPOSITION

This Corporation shall have a Board of Directors consisting of as many as fifteen (15), but not less than nine (9) Directors, any of whom may be Officers.

SECTION 2 - TERM

Each Officer shall serve for a term of two (2) years, and each Director shall serve for a term of three (3) years, and shall take office at the first regular Board meeting after the annual meeting of his/her election.

SECTION 3 - NOMINATION AND ELECTION

A Nominating Committee consisting of at least three (3) and not more than five (5) members of the Corporation, appointed by the President and approved by the Board of Directors, shall prepare a slate of Officers and Directors and place it in nomination by written notice to the membership at the time of the call of the annual meeting. Officers and Directors shall be elected by and from the membership at annual meetings for terms as set forth in Section 2 of this Article.

SECTION 4 - EXPULSION AND TERMINATION

(a) Members of the Board of Directors whose membership has been terminated under Article II, Section 4, shall likewise cease to hold the position of Officer or Director.

(b) Any member of the Board of Directors who is absent from three (3) consecutive meetings of the Board of Directors may be removed by action of the Board.

(c) The Board of Directors shall elect a successor for the balance of the term to any vacancy on the Board of Directors resulting from the death, insanity, resignation, removal or expulsion of any Officer or Director.

SECTION 5 - MEETINGS

(a) Regular and Special Meetings – The Board of Directors shall meet as often as it considers necessary to transact the business of the Corporation. Meetings may be called by the President, Vice President or by any two (2) Directors. The President shall preside at all meetings of the Board of Directors. In the President's absence, the Vice President shall preside. If both are absent, the Secretary may preside. Any business may be transacted at any meeting of the Board unless otherwise specified in the notice of such meeting or otherwise provided by these By-Laws.

(b) Notification – The Secretary or any other person designated by the Board of Directors shall notify the Board members of such meeting. Such notice shall be by e-mail or in writing and mailed, postage prepaid, at least seventy-two (72) hours before the meeting, to each Board member at his/her usual place of business or abode or delivered to him in hand. Written notice of special meetings may be dispensed with by unanimous vote of the members present, waiver of such notice to be filed with the records of the meeting.

SECTION 6 - QUORUM

A majority of the Board of Directors shall constitute a quorum. Any Board member may be represented by a proxy acceptable to the Board. The action of a majority of the Board of Directors present at any meeting at which there is a quorum, shall be the action of the Board of Directors except as may be specifically provided by statute or these By-Laws.

SECTION 7 - POWERS

The Board of Directors shall have the control and management of the affairs, business and property of the Corporation. In addition to exercising all powers conferred upon them as set forth in these By-Laws and the Certificate of Incorporation, the Board of Directors may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or these By-Laws divested or required to be exercised or done by the members.


ARTICLE IV
Officers

SECTION 1 - DUTIES OF THE PRESIDENT

The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of members and the Board of Directors. The President shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President may appoint committees subject to the approval of the board of Directors, and shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other documents, under seal or otherwise, except when expressly delegated to another by the statutes, Certificate of Incorporation, these By-Laws or resolution of the Board of Directors.

SECTION 2 - DUTIES OF THE VICE PRESIDENT

The Vice President shall perform all the duties and exercise all the powers of the office of the President upon the death, resignation or removal from office of the President, and also upon his or her disability to act. The Vice President shall also perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 3 - DUTIES OF THE SECRETARY

The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors and special meetings, and shall perform such other duties as may be prescribed by the Board of Directors, or President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it.

SECTION 4 - DUTIES OF THE TREASURER

The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate accounts of the receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuables in the name of and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall prepare vouchers for disbursements, and shall render to the President and Directors, at the regular meetings of the Board or whenever they may require it, an account of the financial condition of the Corporation. The Treasurer shall be responsible for reporting as may be required to the Secretary of State (Connecticut) and to the Internal Revenue Service.

SECTION 5 - DUTIES OF OTHER OFFICERS

Other Officers may be elected from time to time by the Board of Directors and shall perform such duties as may be prescribed for such office by the Board.


ARTICLE V
Corporate Meetings

SECTION 1 - ANNUAL MEETING

Annual meeting of the members of the Corporation shall be held in the month of June in each year, at a time and place designated by the Board of Directors, to elect Directors, hear reports of Officers and transact such other business as may be necessary and proper.

SECTION 2 - SPECIAL MEETING

Special Meetings of the members of this Corporation may be called by a majority of the Board of Directors or by twenty percent (20%) of the membership, but not less than ten (10) members, upon a written application to the President or Secretary stating the time, place and purpose of such meeting.

SECTION 3 - QUORUM

A quorum at any meeting of the members of the Corporation shall consist of not less than eleven (11) members.

SECTION 4 - ADJOURNMENT

A majority of the members present and voting may adjourn any meeting. No notice is required for the reconvening of an adjourned meeting.
SECTION 5 - NOTIFICATION

Notice of all meetings of the members of this Corporation, except adjourned meetings, shall be in writing, stating the place, day and hour of the meeting except that special meetings shall contain a brief statement of its purpose. The Secretary or any other person designated by the Board of Directors shall mail such notice to the last known address of each member at least ten (10) days prior to the meeting.


ARTICLE VI
Adoption, Repeal or Amendment of By-Laws

SECTION 1- POWERS

The members have absolute power and authority to adopt, amend and repeal these By-Laws.

SECTION 2 - NOTIFICATION

The notice of a meeting of the members at which By-Laws are to be adopted, amended or repealed shall include notice in which such proposed action is specified and in accordance with Article V, Section 5.


ARTICLE VII
Fiscal Year

The Fiscal Year of this Corporation shall be the calendar year.


ARTICLE VIII
Books and Records

The Corporation shall keep complete books and records of account, minutes of the proceedings of its incorporators, Officers, Directors, members and committees, and a list of members, both Regular and Special Gift, with their names and addresses.


ARTICLE IX
Assessments, Fines and Penalties

The Board of Directors shall not have the right to impose any fines, assessments or penalties against the members except the determination of dues for Regular Members as set forth in Article II, Section 1. Notwithstanding Article IV, Section 1, this Article may not be amended, repealed or altered in any manner without a majority vote of the entire membership.