• By Laws

last modified February 22, 2014 by tomlowenhaupt

­­­The following are the bylaws of Connecting.nyc Inc.


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B Y L A W S

ARTICLE I­ ­

­BOARD OF DIRECTORS ­

­SECTION 1. The Board of Directors (herein the “Board of Directors” or the “Board”) shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation.  The initial number of directors constituting the Board shall be­ fiv­e (5).  Each director shall be at least eighteen (18) years old.  The number may be increased or decreased by amendment of these Bylaws, but no decrease shall reduce the number of directors below three (3), nor shall any decrease shorten the term of any incumbent director. >

­SECTION 2. Election and Term of Office.  The initial directors shall be the three (3) persons named in the Certificate of Incorporation, each of whom shall hold office until the first annual meeting of the Board and until their successors have been elected and qualified.  Thereafter, directors shall be elected for a term of one (1) year at the annual meeting of the Board by a majority of the directors then in office, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 3.  Removal.  Any director may be removed, for cause or without cause, by a vote of a majority of the directors then in office, at any special meeting for the Board called for that purpose.

SECTION 4.  Resignation.  Any director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

SECTION 5.  Vacancies and Newly Created Directorships.  Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the directors then in office, and the directors so elected shall serve until the next annual meeting and until his or her successor is elected and qualified.

SECTION 6.  Place and Time of Meetings.  The annual meeting of the Board shall be held at a time and place fixed by the Board.  The time and place for holding regular meetings shall be fixed by the Board.  A special meeting may be called at any time by the President or by written demand of the greater of a) any two (2) directors and b) one fifth of the entire board at any time and place specified by them.

SECTION 7.  Notice of Meetings.  Notice of the time and place of each regular, special or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be mailed to each director, postage prepaid, addressed to him or her at his or her resident or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least five (5) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by hand delivery, or facsimile or similar means, no less than forty-eight (48) hours before the time at which such meeting is to be held.  Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

SECTION 8.  Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.  Except as otherwise provided by law or these Bylaws, any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present at the time of the vote shall be the act of the Board.

SECTION 9.   Action by the Board.  Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents shall be inserted in the minute book of the Corporation with the minutes of the proceedings of the Board or committee.  Participation of one or more directors by conference telephone allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

­SECTION 10.   Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may establish and appoint an executive and any other standing committees.  The President shall appoint the chairperson of each committee.  Each committee so appointed shall consist of three (3) or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

1.  ­the filling of vacancies on the Board or on any committee;

2.  the fixing of compensation of the directors for serving on the Board or on any committee;

3.  the amendment or repeal of these Bylaws or the adoption of new Bylaws; and

4.  the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. 

SECTION 11.   Committees of the Corporation.  The Board of Directors may elect or appoint committees of the Corporation consisting of such persons who may, but need not be directors, as the Board of Directors shall designate.  These committees shall have such duties as permitted by law and as deemed appropriate by the Board. 

ARTICLE II

OFFICERS, EMPLOYEES AND AGENTS

SECTION 1Officers.  The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, as the Board of Directors may from time to time elect.  Any two offices may be held by the same person, except the offices of President and Secretary, or the offices corresponding thereto.

SECTION 2.  Election, Term of Office and Removal.  The Officers of the Corporation shall be elected for a one (1) year term at the annual meeting of the Board of Directors immediately following the election of directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.  Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.

SECTION 3. Other Agents and Employees. The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary each of whom shall hold such position at the pleasure of the Board of Directors, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

SECTION 4.  Vacancies. Any vacancy in any office may be filled by the Board of Directors.  Any officer so elected shall hold office until the next annual meeting of the Board of Directors or until the election and qualification of his or her successor.

SECTION 5.  President: Power and Duties. The President shall preside at all meetings of the Board of Directors and shall generally supervise the affairs of the Corporation.  He or she shall keep the Board of Directors fully informed.  He or she shall have the power to sign alone, unless the Board of Directors shall specifically request an additional signature, in the name of the Corporation, all contracts authorized either generally or specifically by the Board of Directors.  The President shall also have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.  In the absence or inability of the President to act, a Vice President selected by the Board shall perform all the duties and may exercise any of the powers of the President.

SECTION 6.  Vice President: Powers and Duties. A Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.

SECTION 7. Secretary: Powers and Duties. The Secretary shall: 

a. keep the minutes of all meetings of the Board in books to be kept for that purpose; 

b. serve or cause to be served all notices of the Corporation; and 

c. perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.

SECTION 8. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks, brokerages or depositories as the Board of Directors may designate.  Whenever required by the Board of Directors, he or she shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.  

ARTICLE III

CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS

SECTION 1. Checks, Notes and Contracts.  The Board of Directors is authorized to select the banks, brokerages or depositories it deems proper for the funds of the Corporation.  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 the payment of money, acceptances, notes or other evidences or indebtedness to enter into contracts or to execute and deliver other documents and instruments.

SECTION 2. Investments.  The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable. 

ARTICLE IV

OFFICE AND BOOKS

SECTION 1.  Office.  The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

SECTION 2.  Books.  There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.

  ARTICLE V

FISCAL YEAR 

The fiscal year of the Corporation shall be determined by the Board of Directors. 

ARTICLE VI

AMENDMENTS 

These Bylaws may be amended at any meeting of the Board of Directors by a vote of the majority of the entire Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two-thirds of the entire board.

ARTICLE VII

INDEMNIFICATION

SECTION 1. Except as otherwise provided by law, no director or officer of the Corporation shall be liable to any person other than the Corporation based solely on such director’s or officer’s conduct in the execution of such office unless such conduct constituted gross negligence or was intended to cause the resulting harm

SECTION 2. The Corporation shall indemnify to the maximum extent permitted by law, except as provided in paragraph (c) of this Article, any person made, or threatened to be made, a party to any action or proceeding, whether criminal or civil, including an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or such person’s testator or intestate, is or was a director or officer including also an action by or in the right of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such director or officer served in any capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereon, and to the extent permitted by law shall advance monies in respect thereof, and including attorneys’ fees and costs actually and necessarily incurred by a director or officer in seeking to enforce indemnification rights.

SECTION 3. The Corporation shall not indemnify any director or officer if a judgment or other adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

SECTION 4. The Corporation shall have the power, to the full extent permitted by law, to purchase and maintain insurance to indemnify its directors or officers, and to indemnify the Corporation for any obligation which it incurs as a result of indemnification of directors or officers.

CERTIFICATION

The undersigned does hereby certify that there is attached hereto a complete and accurate copy of the Bylaws of CONNECTING.nyc Inc., a New York Not-for-Profit Corporation, adopted by the Board of Directors and it has been compared with and is identical to the original.

IN WITNESS WHEREOF, the undersigned has set his hand and the

seal of the Corporation this __________ day of April 2007.

_______________________________

SECRETARY

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