Bylaws of the
Electronic Valley Inc.

Article 1: General

1.1  Definitions.  Unless otherwise specified, all geographic or other place names refer to places so named within the State of Connecticut, United States of America. 

1.2  Rules of Construction and Saving Clause.  If any provision of these Bylaws shall be held invalid by a Court of Competent Jurisdiction, such holding shall not affect the remainder of these Bylaws nor the context in which such provision so held invalid may appear, except to the extent that an entire Section may be inseparably connected in meaning and effect with the provisions to which such holding shall directly apply.  Whenever the masculine gender is used in these Bylaws it shall be synonymous with the feminine gender. 

Article 2: Incorporation

2.1     Name.  The name of this Corporation shall be Electronic Valley Inc.

2.2     Not-For-Profit Corporation.  This Corporation is a non-stock, non-profit corporation as defined in the Connecticut Revised Nonstock Corporation Act.

2.3     Territory.  There shall be a geographic area, which may be modified from time to time by the Board of Directors, towards which this Corporation shall carry out its mission.  The Territory shall be specified in terms of incorporated municipality or other well-known and uniquely identifiable established political subdivision.  The Territory shall initially contain and be bounded by Ansonia, Beacon Falls, Derby, Naugatuck, Oxford, Seymour, and Shelton. 

2.4     Duration.  The period during which this Corporation is to continue as a corporation is perpetual. 

2.5     Registered Agent.  There shall be a Registered Agent, which shall be appointed by the Board of Directors. 

2.6     Seal.  The seal of this Corporation shall be circular in form and shall bear the name of the Corporation, the words “Electronic Valley” and the year of its incorporation, 2000. 

2.7     Principal Office.  The Principal Office of the Corporation shall be a place within the State of Connecticut to be determined by the Board of Directors.

Article 3: Mission & Purpose

3.1    Mission.  The Mission of this Corporation shall be to improve the quality of life of people in the community it serves by enhancing communication through the use of information technologies and electronic communications media.

3.2    Purpose.  The Purpose of this Corporation shall be to engage in such lawful acts or activities for which corporations may be formed under the Connecticut Revised Nonstock Corporation Act in furtherance of its Mission, subject to the additional restrictions of this Article.

3.2.1       Restriction of Purpose.  This Corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Members, Board of Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Mission and Purpose set forth this Article.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of this Article, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3.2.2       Restriction of Distribution of Assets.  Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the jurisdiction in which the Principal Office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 4: Fundamental Principles

4.1    Statement of Principles.  Operations, acts and activities of this Corporation are to be conducted in accordance with the following Statement of Fundamental Principles, subject to the Amplification and Clarification of this Article:

The Electronic Valley is…

Innovative yet Informative:  We are creative, forward thinking and inventive.  We use technology not for technology’s sake, but to serve our community.

Interdependent yet Independent:  We recognize that communication and cooperation make our whole community greater than the sum of its parts.  We neither belong to nor are beholden to any specific part of the community—we are the community.

Inclusive yet Impartial:  We are happy to live in a diverse community and welcome all who wish to join us.  We never side in any ideological debate, nor promote the cause or agenda of one over that of another.

Intriguing yet Inviting:  We are a catalyst for excitement and a focus of interest.  We seek not to intimidate or manipulate, but, rather, to inspire.

4.2    Amplification and Clarification.  Specifically, the Corporation shall not: engage in any sort of lobbying or electioneering, including but not limited to campaigning for the success or defeat of any candidate for office, referendum question, or legislative act, whether federal, state or local; solicit direct funding from any government entity the jurisdiction for which is contained wholly within its Territory, except as reimbursement or remuneration for services rendered to such entity by the Corporation; discriminate in its personnel or membership policies and practices by any attribute, standard or category unrelated to competence or bona fide qualification, including, but not limited to, age, gender, race, religion or other personal belief system, political affiliation, ethnicity, sexual orientation, nation of origin, disability, past or present service in the Armed Forces, or any other attribute, standard or category as required by current local, state, and federal statutes and regulations.  The Corporation shall make reasonable effort, throughout its acts, activities, policies and practices, to accommodate all individuals, including those who are physically handicapped.  It is understood that Members of the Corporation may have policies, practices and beliefs contrary to those of the Corporation as expressed in the Statement of Principles, including the associated Amplification and Clarification; members having policies, practices or beliefs so differing from those of the Corporation may continue to express and act upon said policies, practices and beliefs provided due diligence is exercised to ensure that it is clear that said policies, practices and beliefs are those of the specific Member or Members, not the Corporation.  Nothing in the foregoing shall be interpreted as to prohibit the Corporation from enacting policies and procedures to protect its interests and resources, or from entering into strategic or contractual relationships in furtherance of its Mission and Purpose.

Article 5: Members of the Corporation

5.1    Classes of Membership.  There shall be three classes of Member of the Corporation: Individual, Group, and Honorary.

5.1.1       Individual Membership.  Any natural person who has met the Individual Membership Requirements as established and, from time to time, amended by the Membership Committee shall be an Individual Member.  Individual Membership shall be non-transferable.  An Individual Member shall have precisely one vote at meetings of the membership of the Corporation.  The Individual Membership Requirements shall initially be: the contribution to and acceptance by the Corporation of volunteer, unremunerated service in excess of six hours during the preceding twelve months.

5.1.2       Group Membership.  Any corporation or identifiable unincorporated group of two or more natural persons having met the Group Membership Requirements as established and, from time to time, amended by the Membership Committee, shall be a Group Member.  A Group Member may appoint one individual to represent it at meetings of the membership of the Corporation, and shall have precisely one vote, regardless of the value of its contribution.  A Group Member may change the individual it appoints to represent it at its pleasure and at any time, provided the Corporation is notified of this change using procedures to be established by the Membership Committee.  Should a division or subordinate entity of an existing Group Member wish to be recognized as an independent Group Member, the Membership Committee shall have the authority to so designate. The Group Membership Requirements shall initially be: the contribution to and acceptance by the Corporation of a financial or in-kind contribution having a value of at least sixty dollars during the preceding twelve months.

5.1.3       Honorary Membership.  The Board of Directors shall have the authority to designate certain natural persons as Honorary Members, without regard to level of service over the preceding twelve months.  Honorary Membership is non-transferable and perpetual throughout the life of the Honorary Member, unless specifically revoked by the Board of Directors.  An Honorary Member shall have precisely one vote at meetings of the membership of the Corporation.

5.2    Membership Roster.  It shall be the duty of the Secretary, in consultation with the Membership Committee and the Executive Staff, to maintain the roster of current Members of the Corporation.

5.3    Membership Privileges.  Members shall be entitled to attend and vote at meetings of the Membership of the Corporation.  The Board of Directors and its various Committees shall have the power to establish and, from time to time, amend or rescind, other privileges which Members may exercise.

5.4    Termination of Membership.  The Secretary shall remove any Member requesting termination of membership from the membership roster.  The Membership Committee, by majority vote, may terminate membership of a Member.  Any Member whose membership is terminated either by request or by action of the Membership Committee loses any and all privileges as a Member, and may only be reinstated by a majority vote of the Membership Committee.

Article 6: Board of Directors

6.1    Definition.  The Corporation shall have a Board of Directors, numbering not fewer than six or more than fifteen Members, each of whom shall serve without compensation for his services as such, and each of whom shall be known as a Director.  In the event a person representing a Group Member is elected to serve on the Board of Directors, said person, by virtue of said service, shall be deemed to be an Individual Member throughout the duration of service on the Board of Directors, and the organization holding the Group Membership shall be asked to appoint another representative.  No employee or Executive Staff member of the Corporation may serve as a Director.  At least a majority of Directors shall be citizens of the United States of America.

6.2    Election of Directors.  Directors shall be elected at the Corporation’s Annual Membership Meeting and shall serve until the subsequent Annual Membership Meeting.  Directors, by virtue of their service, shall be deemed Members of the Corporation.

6.3    Vacancies.  The Board of Directors may fill any vacancy among the Directors temporarily, and any Director serving in a position so filled shall do so until the next Annual Membership Meeting.

6.4    Removal.  In the event the Membership Committee votes to terminate the membership of a Member who is also a Director, said membership shall be terminated and position on the Board of Directors deemed vacant only following an affirming vote of at least two-thirds of the entire Board of Directors.

6.5    Powers and Duties.  The affairs of this Corporation shall be under the control of the Board of Directors.  Directors shall be required to serve on at least one Committee, and attend at least fifty percent of Regular and Special Meetings of the Board of Directors.  Directors failing to meet these requirements may be removed by a majority vote of the entire Board of Directors.  Any act, action, or policy of the Board of Directors, or any Committee, may be rescinded by a two-thirds vote to rescind at a Special Meeting of Members of the Corporation called specifically for that purpose.

Article 7: Officers

7.1    Definition.  The Officers of this Corporation, who shall be elected by the Board of Directors, shall be a Chairman, a Vice Chairman, a Secretary and a Treasurer, all of whom shall be Directors.  All officers shall hold office for one year and/or until successors are elected and qualified.  The Officers shall receive no compensation from the Corporation for their services as such.

7.1.1       Chairman.  The Chairman shall be the senior volunteer leader of the Corporation.  The Chairman, or in his absence, the Vice Chairman or other Officer selected by the Board of Directors, shall preside at all meetings of the Board of Directors or of the membership of the Corporation and shall have all powers and perform all the duties usually devolving upon a presiding officer.  The Chairman shall be an ex officio member of all Committees of the Corporation.  The Chairman shall perform such other duties as may be assigned to him by the Board of Directors or the Corporation.

7.1.2       Vice Chairman.  The Vice Chairman shall be the assistant to the Chairman.  In case of the resignation, disability or absence of the Chairman, the Vice Chairman shall perform all the duties of the Chairman.

7.1.3       Secretary.  The Secretary shall keep the records of the Corporation and shall perform such other duties as may be assigned to him by the Board of Directors or the Corporation.

7.1.4       Treasurer.  The Treasurer shall provide for the care and custody of all funds of the Corporation.  The Treasurer, in cooperation with the Executive Staff, shall provide for the keeping of the financial records of the Corporation and the preparation of the Corporation’s financial statements as may be required by law or Corporation policy.

7.2    Officer Vacancies.  In the event an office becomes vacant prior to the expiration of the annual term for which such Officer was elected, the Board of Directors shall fill the vacancy.

7.3    Removal from Office.  The Board of Directors may remove any Officer by an affirmative vote of two-thirds of the entire Board of Directors.

Article 8: Executive Staff

8.1    Definition.  The Executive Staff of the Corporation shall consist of a General Manager, a Financial Manager, and a Technical Coordinator.  Members of the Executive Staff shall be remunerated in a manner to be determined by Personnel Committee and at a rate conforming to any budgetary restrictions imposed by the Finance Committee.

8.1.1       General Manager.  The General Manager shall be the Chief Executive Officer of the Corporation, and shall be responsible for carrying into effect the acts, actions, policies and procedures of the Corporation, except as provided elsewhere in these Bylaws.  The General Manager shall report to, and be directly accountable to, the Executive Committee.  The General Manager shall have the power, subject to the policies of the Personnel Committee as amended, and conforming to any budgetary restrictions imposed by the Finance Committee, to retain and/or terminate employees or contractors.

8.1.2       Financial Manager.  The Financial Manager shall be the Chief Financial Officer of the Corporation, and shall be responsible for carrying out the fiscal policies and procedures of the Corporation.  The Financial Manager shall report to, and be directly accountable to, the Finance Committee.  The Financial Manager shall be responsible for specifying, assessing and recommending any outside financial services which the Corporation may require.

8.1.3       Technical Coordinator.  The Technical Coordinator shall be the Chief Information Officer of the Corporation, and shall be responsible for the implementation of the technical policy specified by the Technical Committee, subject to any budgetary restrictions imposed by the Finance Committee.  The Financial Manager shall be responsible for specifying, assessing and recommending any outside technical services which the Corporation may require.

8.2    Contractor as Executive Staff.  The Board of Directors may contract with an executive staffing service or other firm to perform the functions of one or more of the positions of the Executive Staff.  In the event any position is so contracted, the contractor must identify a single individual who shall be responsible for performing any such Executive Staff position, or for supervising its performance, the selection of whom is subject to the approval of the Personnel Committee.  In the event any such contractor is a Group Member, no representative of said Group Member shall be eligible to serve on the Board of Directors.

Article 9: Committees

9.1    Executive Committee.  There shall be an Executive Committee consisting of the Chairman, Vice Chairman, Secretary, Treasurer, and no more than three other Directors to be elected by the Board of Directors.  The Chairman shall be chair of the Executive Committee.  The presence of not less than four persons is requisite and shall constitute a quorum for meetings of the Executive Committee.  The Executive Committee shall have and may exercise the powers of the Board of Directors in the interim between meetings of the Board of Directors, except that the Executive Committee shall not have any power or authority delegated to another Committee, prohibited from delegation by the Board of Directors elsewhere in these Bylaws, or specifically retained by vote of the Board of Directors.  The Executive Committee shall not have the power to adopt the budget, to fill vacancies on the Board of Directors or Officers or any Committee, or to take any action representing a major change in the affairs, business practices of policy of the Corporation.  The Executive Committee shall keep regular minutes and submit to the subsequent meeting of the Board of Directors reports of all actions taken.  Unless so selected by the Board of Directors, the Executive Committee shall select the General Manager.

9.2    Finance Committee.  There shall be a Finance Committee consisting of the Treasurer and not fewer than two other Directors, to be appointed by the Chairman.  The Treasurer shall be the chair of the Finance Committee.  The Finance Committee shall prepare and submit to the Board of Directors for adoption the annual budget of the Corporation.  The Finance Committee shall specify the fiscal policies of the Corporation.  Unless so selected by the Board of Directors, the Finance Committee shall select the Financial Manager.

9.3    Technical Committee.  There shall be a Technical Committee consisting of no fewer than three Directors, to be appointed by the Chairman.  The Technical Committee, in consultation with the Technical Working Group and the Technical Coordinator, shall be responsible for the specification of technical services to be provided by the Corporation, as well as policies governing these services.  Any act of the Technical Committee may be rescinded by a vote of the Board of Directors.  Unless so selected by the Board of Directors, the Technical Committee shall select the Technical Coordinator.

9.4    Audit Committee.  There shall be an Audit Committee consisting of no fewer than three Directors, to be appointed by the Chairman.  No member of the Audit Committee may simultaneously serve on the Finance Committee.  The Audit Committee shall be responsible for fulfilling any audit requirements imposed by law or policy of the Corporation, including the selection of independent auditor.  Any act of the Auditing Committee may be rescinded by a vote of the Board of Directors.

9.5    Membership Committee.  There shall be a Membership Committee consisting of the Secretary and no fewer than two other Directors, to be appointed by the Chairman.  The Secretary shall be the chair of the Membership Committee.  The Membership Committee shall be responsible for the establishment and enforcement of policies and terms pertaining to Members of the Corporation.  Any act of the Membership Committee may be rescinded by a vote of the Board of Directors.

9.6    Personnel Committee.  There shall be a Personnel Committee consisting of no fewer than three Directors, to be appointed by the Chairman.  The Personnel Committee shall be responsible for the creation and enforcement of policies pertaining to personnel employed by the Corporation.  Any act of the Personnel Committee may be rescinded by a vote of the Board of Directors.

9.7    Nominating Committee.  There shall be a Nominating Committee consisting of no fewer than three Directors, to be appointed by the Chairman.  The Nominating Committee shall make nominations for elections of Directors, and shall have no other powers.

9.8    Territory Committee.  There shall be a Territory Committee consisting of no fewer than two Directors, to be appointed by the Chairman.  The Territory Committee shall be responsible for making recommendations to the Board of Directors regarding changes to the Territory, including the compilation and presentation of any significant facts relating to the Territory and proposed changes, and shall have no other powers.

9.9    Development Committee.  There shall be a Development Committee consisting of no fewer than two Directors, to be appointed by the Chairman.  The Development Committee shall be responsible for coordinating development efforts for the Corporation, including fundraising, marketing and public relations, and membership development and retention.  The powers of the Development Committee shall be subordinate to the powers of the other Committees, and shall act within the policies set by the other Committees.  Any act of the Development Committee may be rescinded by a vote of the Board of Directors.

9.10         Ad Hoc Committees.  The Board of Directors may appoint Ad Hoc Committees from time to time to address specific issues, consisting solely of Directors.  The powers of any such Ad Hoc Committee shall be clearly specified by the Board of Directors at the time of its creation, and any act of any such Ad Hoc Committee may be rescinded by a vote of the Board of Directors.

Article 10: Working Groups

10.1         Membership in Working Groups.  The Corporation shall have Working Groups consisting of Members of the Corporation, which shall form a means for Members to act in carrying out the Mission of the Corporation.  Any Member may participate in the activities of any Working Group of the Corporation.  Working Groups shall have powers and duties equivalent to those of their composite Members.

10.2         Technical Working Group.  There shall be a Technical Working Group, consisting of the chair of the Technical Committee and any number of additional Members.  The Technical Working Group shall be responsible for recommending additions or changes to the technical resources of the Corporation.

10.3         Ad Hoc Working Groups.  The Chairman, or any two or more Members, may establish a Working Group to address any cause or concern in conformance to the Mission and Fundamental Principles of the Corporation.  The Membership Committee shall establish policies governing the recognition of, and resources that may be made available to, any Ad Hoc Working Group.

Article 11: Meetings

11.1         Conduct of Meetings Generally.  The provisions of this Article shall apply to the conduct of all meetings of any body of this Corporation, unless otherwise specified in these Bylaws.

11.1.1  Quorum.  Generally, the presence of at least one half of the members of any body of this Corporation shall constitute a quorum.  Vacant positions shall not be counted in calculating the requirements for a quorum.

11.1.2  Majority.  A majority shall mean at least fifty percent of members of a body.  A majority vote shall mean at least fifty percent of members of a body present and voting, and shall exclude votes of abstention.  A majority of an entire body shall mean at least fifty percent of the total membership of a body, and shall include those not present as well as votes of abstention, but shall exclude vacancies.  A majority vote in the affirmative shall be regarded as necessary and sufficient for the approval of an item by a body, unless otherwise specified.

11.1.3  Rules of Order.  Robert’s Rules of Order shall be used, subject to the adoption of any standing rules.

11.1.4  Minutes.  Minutes of all meetings shall be kept, except those portions of meetings closed to the public.  Minutes shall be made available for public inspection.

11.1.5  Proxies.  Voting by proxy shall not be permitted.

11.1.6  Teleconference.  Attendance by teleconference or other electronic means shall be permitted provided not prohibited by law or other policy, and the identity of participants can be satisfactorily confirmed.

11.1.7  Sunshine Provision.  Meetings are to be open to the public, unless the subject matter to be discussed pertains to: issues involving specific personnel or Members; unfounded, or as yet unfounded, allegations; contractual or bidding matters, where public disclosure may result in terms unfavorable to the Corporation; matters involving pending litigation.  Only those portions of meetings pertaining to such issues may be closed to the public.  Timely notice of meetings are to be published in a manner as to assure, within reason, its receipt by participants sufficiently in advance as to ensure adequate participation, and shall outline, as far as practicable, the matters to be considered at the meeting.

11.2         Annual Membership Meeting.  Members of the Corporation shall meet once a year, during the month of June, at which the Board of Directors shall be elected.  Notice of the Annual Meeting including place and time shall be made available to the Members of the Corporation at least two weeks prior to the Annual Meeting.  The Chairman shall be responsible for setting the time and place of the Annual Meeting.  A quorum at the Annual Meeting shall be six Members.

11.3         Special Membership Meetings.  The Chairman, a majority of the Board of Directors, or Members comprising at least five percent of the membership roster, may call special meetings of Members of the Corporation.  A quorum at such meetings shall consist of at least five percent of the membership roster.  Notice of a Special Meeting, including place and time and matter to be considered, shall be made available to the Members of the Corporation at least two weeks prior to the Meeting.

11.4         Meetings of the Board of Directors.  The Board of Directors shall meet at least once every four months.  The Chairman or a majority of the Board of Directors may call meetings of the Board of Directors.

11.5         Meetings of Committees.  The chair of a Committee or a majority of its members may call meetings of said Committee.

11.6         Meetings of Working Groups.  Working groups may meet at the convenience of its members.  Rules of Order and keeping of minutes may be suspended at Working Group meetings by consensus of Working Group members present.


Article 12: Finance

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

12.2         Budget.  An annual budget shall be prepared by the Finance Committee and submitted to the Board of Directors for approval no later than the preceding first of October.  The Board of Directors may make any amendments to the budget deemed necessary or desirable.

12.3         Checks.  All checks or demands for money and notes of this Corporation shall be signed by any two of the following, with no more than one from the Executive Staff: Chairman, Treasurer, General Manager, Finance Manager.

Article 13: Amendments

13.1         The Bylaws of this Corporation may be amended by a majority vote at a Special Meeting of the Members of the Corporation called for that purpose.

Article 14: Dissolution

14.1         This Corporation may be dissolved by a two-thirds vote of the entire Board of Directors.  In the event of dissolution, assets must be distributed in accordance with provisions of these Bylaws.