By-laws and Articles of Incorporation of the CBT Alumni Club, Inc.
CBT ALUMNI CLUB, INC.
BY-LAWS
(Revised May 16, 2019 by a vote of the Membership)
ARTICLE ONE: NAME
The name of the Corporation shall be the CBT Alumni Club, Inc. (hereinafter called the "Corporation").
ARTICLE TWO: CORPORATION ADDRESS
The principal office and address of the Corporation shall be the mailing address of the then-serving Secretary of the Corporation, or another Officer s/he designates whose agreement s/he has obtained, as approved by a vote of the Board.
ARTICLE THREE: PURPOSES
The purposes of the Corporation shall be:
a. To preserve and further the friendships developed among individuals who were employed by the former The Connecticut Bank and Trust Company, N.A., its predecessor banks and/or its
affiliated corporations (hereinafter, "CBT"); and
b. To provide educational and/or social opportunities for its members.
ARTICLE FOUR: MEMBERSHIP
Section 1. The Membership of the Corporation shall consist of the Regular Membership and the Auxiliary Membership.
Section 2. The Regular Membership shall consist of all individuals who were former employees of CBT and who apply for Regular Membership in the Corporation.
Section 3. The Auxiliary Membership shall consist of all individuals who are not former employees of CBT but who are recommended to the Board of Directors for Auxiliary Membership in the Corporation because of their interest in and outstanding service to the Corporation.
Section 4. No person may be admitted to Auxiliary Membership unless they are recommended for such membership by the Board of Directors and approved for such membership by a majority vote of the members present and voting at a meeting of the Membership, duly called for the purpose of acting upon such recommendation, and at which a quorum is present.
ARTICLE FIVE: MEMBERSHIP DUES
Section 1. The Board of Directors shall annually determine the amount of the membership dues assessment payable for the following calendar year. Dues shall be payable at the address of the Corporation's Treasurer or Membership Chairperson or as directed by a majority vote of the Board, not later than 60 days after the date on which a dues assessment is sent to the member. The failure of a member to pay the annual dues assessment determined by the
Board of Directors under this Section 1 may result in the termination of that member's membership at the discretion of the Board of Directors.
Section 2. Any member who resigns their membership or whose membership is terminated under Section 1 of this ARTICLE FIVE may reinstate their membership upon payment of the dues assessed for the calendar year in which such reinstatement is sought.
ARTICLE SIX: THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the Corporation shall number not less than eight (8) and not more than twenty-seven (27) persons and shall consist of the Corporation's Directors and its Directors-at-Large. Each of the Corporation's elected Officers and its appointed Chairpersons shall be Directors. In addition, not more than fifteen (15) Directors-at-Large shall be elected from among the Membership at each Annual Meeting of the Membership. The number of the Directors-at-Large for the following calendar year shall be set by the incumbent Board of Directors prior to the Corporation's Annual Meeting. The number of Directors-at-Large tentatively set by the Board of Directors for the following year may be increased or decreased by majority vote of the Membership at the Annual Meeting. For purposes of the other Articles and Sections of these By-Laws, a Director-at-Large shall be a "Director". The President may from time to time designate any Director or Director-at-Large as a “Director Emeritus”.
Section 2. Each Chairperson shall serve as a Director for so long as they shall serve as such Chairperson or until they are removed as a Director by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Chairperson, and at which a quorum is present. Each other Director shall serve for a period of one (1) year or until removed in accordance with Section 4 of ARTICLE SEVEN below, or by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Director, and at which a quorum is present. Directors and Chairpersons may succeed themselves in office if re-elected or re-appointed, respectively.
Section 3. The Board of Directors shall be responsible for the regular business of the Corporation.
Section 4. The Board of Directors shall conduct such regular and/or special meetings as the President (or the Vice-President, if the Vice-President shall then be acting on the President's behalf under the terms of Section 2 of ARTICLE NINE below) shall deem necessary for the proper conduct of the Corporation's business, but, in any event, shall meet within 30 days following the Annual Meeting of the Membership and not less than twice during the calendar year thereafter.
Section 5. A minimum of one-third (1/3) of the Directors then holding office must be in attendance at any regular or special meeting of the Board of Directors in order for the Board to take any action, and such one-third (1/3) of the Directors shall constitute a quorum for such purposes. The absence of any Board Emeritus at any such meeting shall not be considered in computing whether or not a quorum is in attendance. Any Director may attend any such meeting by way of a telephonic connection that permits the Director to hear the discussions among the physically-present Directors and also permits all of the physically-present Directors to hear the comments of the telephonically-connected Director, and the telephonic attendance by any such Director at any time during any such meeting shall be treated as the attendance of that Director during the entire meeting. All actions of the Board of Directors shall be approved by a majority vote of those Directors in attendance, provided that a minimum of one-third (1/3) of the Directors then holding office must be in accord in order for any such majority vote to be effective.
Section 6. Notice of each regular or special meeting of the Board of Directors shall be given to each Director not less than 10 calendar days prior to the date of that meeting. Notice shall normally be given by the Secretary and in writing, but may also be given by any other Director and by any other means. However, if the actions taken at any meeting of the Board are subsequently challenged by another Director or by any member of the Corporation, the burden of establishing that actual notice of the meeting was given to all Directors shall be upon the Secretary.
If, at a meeting of the Membership duly called for the purpose of determining the efficacy of a meeting of the Board of Directors (and at which a quorum is present), a majority of the Membership present and voting shall determine that proper notice of the Board meeting was not given, then any actions taken on behalf of the Corporation at such meeting shall be null and void. Notwithstanding the foregoing, if the Secretary shall certify in writing that written notice of any Board of Directors meeting was sent by the Secretary to each of the Directors at least 10 calendar days prior to the date of the meeting via regular postal mail or email, at the addresses for the Directors reflected in the corporation's Official Membership Records, then such certification shall be conclusive evidence that proper notice of the meeting was given, and no action taken at that meeting may be challenged by any member for that reason. Any Director may also furnish to the Secretary a written waiver of notice as to any regular or special meeting of the Board.
Section 7. Each outgoing Board of Directors shall insure that, as of the date upon which the Board of Directors which succeeds it assumes its duties, the Corporation's Treasury contains a balance sufficient to pay all unpaid bills or obligations validly incurred by or on behalf of the Corporation during the outgoing Board's tenure. Each member of the outgoing Board shall be jointly and severally liable to the Corporation for any debts incurred by the Corporation during that Board's tenure for which the balance in its Treasury is insufficient as of such date.
ARTICLE SEVEN: OFFICERS AND CHAIRPERSONS
Section 1. The Corporation shall have the following Officers:
a. President
b. Vice-President(s); one or more as determined by the President.
c. Secretary
d. Treasurer
Section 2. All Officers shall be elected by majority vote of the members present and voting at the Annual Meeting of the Membership. Each Officer shall serve for a period of one (l) year or until removed in accordance with Section 4. of this Article or by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Officer, and at which a quorum is present. Unless earlier removed, Officers shall serve from the time of their installation until the next succeeding installation of officers, and may succeed themselves in office if re-elected.
Section 3. Chairpersons shall be appointed by the President as s/he deems necessary and appropriate.
Section 4. Any Officer or Chairperson who does not comply with the duties imposed upon them under these By-Laws may be removed from office by a majority vote of the elected Directors. Appointment of a replacement for any removed Officer or Chairperson shall be made by a majority vote of the remaining members of the Board of Directors.
ARTICLE EIGHT: ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Nominating Chairperson shall be appointed by the President prior to the date of each Annual Meeting of the Membership for the purpose of nominating a new slate of Officers and Directors for the succeeding year.
Section 2. The names of other Officer and/or Director nominees may be submitted by any member of the Corporation to the Secretary provided that the nomination is in writing and is received by the Secretary at least fifteen (15) days prior to the date of the Annual Meeting of the Membership.
ARTICLE NINE: DUTIES OF CORPORATE OFFICIALS
Section 1. The President shall:
a. Preside at all meetings of the Board of Directors and any general or special meetings of the Corporation's Membership.
b. Make interim Officer and Director appointments as needed and with the approval of the Board of Directors.
c. Appoint Chairpersons.
d. Sign checks whenever the Treasurer determines that s/he is reasonably unable to do so.
e. Sign all contracts approved by the Board of Directors.
f. Appoint members to organize social functions for the Corporation's membership.
g. Call Special Meetings of the Board of Directors or the Membership whenever s/he deems it necessary.
Section 2. A Vice-President shall:
a. Perform the duties of the President when the President is absent or incapacitated, and shall also perform such other duties as the President may direct.
b. Reconcile the Corporation's bank accounts on an annual basis and report the findings at the next Board meeting. Such findings shall be recorded in the Minutes of the Board meeting.
Section 3. The Secretary shall:
a. Record the minutes of all proceedings of the Board of Directors and meetings of the Membership.
b. Handle and maintain copies of the official correspondence of the Corporation.
c. Maintain the official corporate records and make all required corporate filings.
d. Make rulings during meetings as to the applicability of Roberts Rules of Order. All such rulings shall be final.
e. Perform such other duties as the President may direct.
Section 4. The Treasurer shall:
a. Be responsible for and have access to all funds of the Corporation.
b. Make a financial report to the Membership at the Annual Meeting of the Membership or other special meetings of the Membership or the Board of Directors, or ask that the President do so.
c. Make financial reports as requested by the President.
d. Sign all corporate checks (unless the circumstances reasonably preclude the Treasurer from doing so).
e. Maintain the corporate financial records.
f. Maintain a separate accounting for all Restricted Funds (as defined in ARTICLE ELEVEN below).
g. Perform such other duties as the President may direct.
Section 5. The Chairperson of Membership shall:
a. Maintain the Corporation's Official Membership Records, including the names and addresses of the Membership.
b. Arrange for the annual billing of dues and remit notice of all dues received to the Treasurer.
c. Arrange for the solicitation of persons eligible for membership in the Corporation.
d. Perform such other duties as the President may direct.
Section 6. The Directors-at-Large shall:
a. Assist the Officers and Chairpersons to successfully carry out the purposes for which the Corporation is organized (as listed in ARTICLE THREE) and as directed by the President.
b. Perform such other duties as the President may direct.
ARTICLE TEN: MEMBERSHIP MEETINGS
Section 1. There shall be an Annual Meeting of the Membership held once each year, and the Board of Directors shall set the date for such Meeting. Unless a two-thirds majority of the Membership present and voting at a Special Meeting of the membership called for the purpose of designating the location of the Annual Meeting of the Membership (and at which a quorum is present) shall determine otherwise, the Annual Meeting of the membership shall be held within the State of Connecticut. At least thirty (30) days prior to the date set for such Meeting, the Board shall mail written notice of the date, time, and place of such Meeting to each member of the Corporation at the last address for the member disclosed in the Official Membership Records of the Corporation.
Section 2. Special Meetings of the Membership may be called by the President or by the Board of Directors. Upon receipt of a written request for a Special Meeting of the Membership signed by at least twenty-five members (or ten percent of the Membership, whichever is less), the President shall call a Special Meeting of the Membership. Notwithstanding the foregoing, the President need not call a Special Meeting of the Membership if an Annual Meeting of the Membership is held within ninety days following the President's receipt of a request for a Special Meeting of the Membership. Notice of any Special Meeting of the Membership shall be given in the same manner as notice for the Annual Meeting of the Membership.
Section 3. A quorum for conducting business at an Annual or Special Meeting of the Membership shall be twenty-five (25) members, or the next whole number greater than one-half of the total number of members of the Corporation, whichever is less. Each member present at any Annual or Special Meeting of the Membership shall be entitled to vote on all matters voted upon.
Section 4. All meetings of the Membership and of the Board of Directors shall be conducted according to Roberts Rules of Order.
ARTICLE ELEVEN: RESTRICTED FUNDS
Restricted Funds are moneys donated to and accepted by the Corporation for a specific purpose. Restricted Funds shall be used only as designated by the donor.
ARTICLE TWELVE: AMENDMENTS
The Corporation's Certificate of Incorporation and/or By-Laws may be amended or revised by an affirmative vote of two-thirds of all the members present at an Annual or Special Meeting of the Membership duly called for that purpose and at which a quorum is present. Upon receipt of a member's written request therefore, the Secretary shall make a copy of any proposed amendment or revision to the Certificate of Incorporation or the By-laws available to the member within a reasonable time after receipt of the request.
ARTICLE THIRTEEN: DISSOLUTION
Section 1.The Corporation maybe dissolved at any time by upon the affirmative vote of two-thirds of the members present and voting at any meeting duly called for that purpose and at which a quorum is present.
Section 2. Upon an affirmative vote to dissolve the Corporation pursuant to ARTICLE THIRTEEN, Section 1. above, the Board of Directors shall prepare and present to the Membership a plan of distribution which shall provide that the assets of the Corporation remaining after all corporate liabilities and obligations have been satisfied or provided for shall be paid over, transferred, or conveyed to one or more organizations that meet both of the following conditions:
(1) The organization shall be organized and operated either (a) exclusively for the purposes set out in ARTICLE THREE above, or (b) exclusively for purposes determined by the Board of Directors to be similar to or supportive of those set forth in said ARTICLE THREE above; and
(2) The organization shall be either
(a) an organization exempt from Federal income taxation, such as under Section 50l (c) (7) of the Internal Revenue Code (or its successor section), or (b) the Federal or a State government or political subdivision thereof, such assets to be used for a public purpose.
Such plan of distribution must be approved by the affirmative vote of two-thirds of the members of the Corporation present and voting at a meeting of the Membership duly called for the purpose of approving such plan and at which a quorum is present.
CBT ALUMNI CLUB, INC.
BY-LAWS
(Revised May 16, 2019 by a vote of the Membership)
ARTICLE ONE: NAME
The name of the Corporation shall be the CBT Alumni Club, Inc. (hereinafter called the "Corporation").
ARTICLE TWO: CORPORATION ADDRESS
The principal office and address of the Corporation shall be the mailing address of the then-serving Secretary of the Corporation, or another Officer s/he designates whose agreement s/he has obtained, as approved by a vote of the Board.
ARTICLE THREE: PURPOSES
The purposes of the Corporation shall be:
a. To preserve and further the friendships developed among individuals who were employed by the former The Connecticut Bank and Trust Company, N.A., its predecessor banks and/or its
affiliated corporations (hereinafter, "CBT"); and
b. To provide educational and/or social opportunities for its members.
ARTICLE FOUR: MEMBERSHIP
Section 1. The Membership of the Corporation shall consist of the Regular Membership and the Auxiliary Membership.
Section 2. The Regular Membership shall consist of all individuals who were former employees of CBT and who apply for Regular Membership in the Corporation.
Section 3. The Auxiliary Membership shall consist of all individuals who are not former employees of CBT but who are recommended to the Board of Directors for Auxiliary Membership in the Corporation because of their interest in and outstanding service to the Corporation.
Section 4. No person may be admitted to Auxiliary Membership unless they are recommended for such membership by the Board of Directors and approved for such membership by a majority vote of the members present and voting at a meeting of the Membership, duly called for the purpose of acting upon such recommendation, and at which a quorum is present.
ARTICLE FIVE: MEMBERSHIP DUES
Section 1. The Board of Directors shall annually determine the amount of the membership dues assessment payable for the following calendar year. Dues shall be payable at the address of the Corporation's Treasurer or Membership Chairperson or as directed by a majority vote of the Board, not later than 60 days after the date on which a dues assessment is sent to the member. The failure of a member to pay the annual dues assessment determined by the
Board of Directors under this Section 1 may result in the termination of that member's membership at the discretion of the Board of Directors.
Section 2. Any member who resigns their membership or whose membership is terminated under Section 1 of this ARTICLE FIVE may reinstate their membership upon payment of the dues assessed for the calendar year in which such reinstatement is sought.
ARTICLE SIX: THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the Corporation shall number not less than eight (8) and not more than twenty-seven (27) persons and shall consist of the Corporation's Directors and its Directors-at-Large. Each of the Corporation's elected Officers and its appointed Chairpersons shall be Directors. In addition, not more than fifteen (15) Directors-at-Large shall be elected from among the Membership at each Annual Meeting of the Membership. The number of the Directors-at-Large for the following calendar year shall be set by the incumbent Board of Directors prior to the Corporation's Annual Meeting. The number of Directors-at-Large tentatively set by the Board of Directors for the following year may be increased or decreased by majority vote of the Membership at the Annual Meeting. For purposes of the other Articles and Sections of these By-Laws, a Director-at-Large shall be a "Director". The President may from time to time designate any Director or Director-at-Large as a “Director Emeritus”.
Section 2. Each Chairperson shall serve as a Director for so long as they shall serve as such Chairperson or until they are removed as a Director by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Chairperson, and at which a quorum is present. Each other Director shall serve for a period of one (1) year or until removed in accordance with Section 4 of ARTICLE SEVEN below, or by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Director, and at which a quorum is present. Directors and Chairpersons may succeed themselves in office if re-elected or re-appointed, respectively.
Section 3. The Board of Directors shall be responsible for the regular business of the Corporation.
Section 4. The Board of Directors shall conduct such regular and/or special meetings as the President (or the Vice-President, if the Vice-President shall then be acting on the President's behalf under the terms of Section 2 of ARTICLE NINE below) shall deem necessary for the proper conduct of the Corporation's business, but, in any event, shall meet within 30 days following the Annual Meeting of the Membership and not less than twice during the calendar year thereafter.
Section 5. A minimum of one-third (1/3) of the Directors then holding office must be in attendance at any regular or special meeting of the Board of Directors in order for the Board to take any action, and such one-third (1/3) of the Directors shall constitute a quorum for such purposes. The absence of any Board Emeritus at any such meeting shall not be considered in computing whether or not a quorum is in attendance. Any Director may attend any such meeting by way of a telephonic connection that permits the Director to hear the discussions among the physically-present Directors and also permits all of the physically-present Directors to hear the comments of the telephonically-connected Director, and the telephonic attendance by any such Director at any time during any such meeting shall be treated as the attendance of that Director during the entire meeting. All actions of the Board of Directors shall be approved by a majority vote of those Directors in attendance, provided that a minimum of one-third (1/3) of the Directors then holding office must be in accord in order for any such majority vote to be effective.
Section 6. Notice of each regular or special meeting of the Board of Directors shall be given to each Director not less than 10 calendar days prior to the date of that meeting. Notice shall normally be given by the Secretary and in writing, but may also be given by any other Director and by any other means. However, if the actions taken at any meeting of the Board are subsequently challenged by another Director or by any member of the Corporation, the burden of establishing that actual notice of the meeting was given to all Directors shall be upon the Secretary.
If, at a meeting of the Membership duly called for the purpose of determining the efficacy of a meeting of the Board of Directors (and at which a quorum is present), a majority of the Membership present and voting shall determine that proper notice of the Board meeting was not given, then any actions taken on behalf of the Corporation at such meeting shall be null and void. Notwithstanding the foregoing, if the Secretary shall certify in writing that written notice of any Board of Directors meeting was sent by the Secretary to each of the Directors at least 10 calendar days prior to the date of the meeting via regular postal mail or email, at the addresses for the Directors reflected in the corporation's Official Membership Records, then such certification shall be conclusive evidence that proper notice of the meeting was given, and no action taken at that meeting may be challenged by any member for that reason. Any Director may also furnish to the Secretary a written waiver of notice as to any regular or special meeting of the Board.
Section 7. Each outgoing Board of Directors shall insure that, as of the date upon which the Board of Directors which succeeds it assumes its duties, the Corporation's Treasury contains a balance sufficient to pay all unpaid bills or obligations validly incurred by or on behalf of the Corporation during the outgoing Board's tenure. Each member of the outgoing Board shall be jointly and severally liable to the Corporation for any debts incurred by the Corporation during that Board's tenure for which the balance in its Treasury is insufficient as of such date.
ARTICLE SEVEN: OFFICERS AND CHAIRPERSONS
Section 1. The Corporation shall have the following Officers:
a. President
b. Vice-President(s); one or more as determined by the President.
c. Secretary
d. Treasurer
Section 2. All Officers shall be elected by majority vote of the members present and voting at the Annual Meeting of the Membership. Each Officer shall serve for a period of one (l) year or until removed in accordance with Section 4. of this Article or by a two-thirds vote of the Membership present and voting at a meeting of the Membership duly called for the purpose of removing such Officer, and at which a quorum is present. Unless earlier removed, Officers shall serve from the time of their installation until the next succeeding installation of officers, and may succeed themselves in office if re-elected.
Section 3. Chairpersons shall be appointed by the President as s/he deems necessary and appropriate.
Section 4. Any Officer or Chairperson who does not comply with the duties imposed upon them under these By-Laws may be removed from office by a majority vote of the elected Directors. Appointment of a replacement for any removed Officer or Chairperson shall be made by a majority vote of the remaining members of the Board of Directors.
ARTICLE EIGHT: ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Nominating Chairperson shall be appointed by the President prior to the date of each Annual Meeting of the Membership for the purpose of nominating a new slate of Officers and Directors for the succeeding year.
Section 2. The names of other Officer and/or Director nominees may be submitted by any member of the Corporation to the Secretary provided that the nomination is in writing and is received by the Secretary at least fifteen (15) days prior to the date of the Annual Meeting of the Membership.
ARTICLE NINE: DUTIES OF CORPORATE OFFICIALS
Section 1. The President shall:
a. Preside at all meetings of the Board of Directors and any general or special meetings of the Corporation's Membership.
b. Make interim Officer and Director appointments as needed and with the approval of the Board of Directors.
c. Appoint Chairpersons.
d. Sign checks whenever the Treasurer determines that s/he is reasonably unable to do so.
e. Sign all contracts approved by the Board of Directors.
f. Appoint members to organize social functions for the Corporation's membership.
g. Call Special Meetings of the Board of Directors or the Membership whenever s/he deems it necessary.
Section 2. A Vice-President shall:
a. Perform the duties of the President when the President is absent or incapacitated, and shall also perform such other duties as the President may direct.
b. Reconcile the Corporation's bank accounts on an annual basis and report the findings at the next Board meeting. Such findings shall be recorded in the Minutes of the Board meeting.
Section 3. The Secretary shall:
a. Record the minutes of all proceedings of the Board of Directors and meetings of the Membership.
b. Handle and maintain copies of the official correspondence of the Corporation.
c. Maintain the official corporate records and make all required corporate filings.
d. Make rulings during meetings as to the applicability of Roberts Rules of Order. All such rulings shall be final.
e. Perform such other duties as the President may direct.
Section 4. The Treasurer shall:
a. Be responsible for and have access to all funds of the Corporation.
b. Make a financial report to the Membership at the Annual Meeting of the Membership or other special meetings of the Membership or the Board of Directors, or ask that the President do so.
c. Make financial reports as requested by the President.
d. Sign all corporate checks (unless the circumstances reasonably preclude the Treasurer from doing so).
e. Maintain the corporate financial records.
f. Maintain a separate accounting for all Restricted Funds (as defined in ARTICLE ELEVEN below).
g. Perform such other duties as the President may direct.
Section 5. The Chairperson of Membership shall:
a. Maintain the Corporation's Official Membership Records, including the names and addresses of the Membership.
b. Arrange for the annual billing of dues and remit notice of all dues received to the Treasurer.
c. Arrange for the solicitation of persons eligible for membership in the Corporation.
d. Perform such other duties as the President may direct.
Section 6. The Directors-at-Large shall:
a. Assist the Officers and Chairpersons to successfully carry out the purposes for which the Corporation is organized (as listed in ARTICLE THREE) and as directed by the President.
b. Perform such other duties as the President may direct.
ARTICLE TEN: MEMBERSHIP MEETINGS
Section 1. There shall be an Annual Meeting of the Membership held once each year, and the Board of Directors shall set the date for such Meeting. Unless a two-thirds majority of the Membership present and voting at a Special Meeting of the membership called for the purpose of designating the location of the Annual Meeting of the Membership (and at which a quorum is present) shall determine otherwise, the Annual Meeting of the membership shall be held within the State of Connecticut. At least thirty (30) days prior to the date set for such Meeting, the Board shall mail written notice of the date, time, and place of such Meeting to each member of the Corporation at the last address for the member disclosed in the Official Membership Records of the Corporation.
Section 2. Special Meetings of the Membership may be called by the President or by the Board of Directors. Upon receipt of a written request for a Special Meeting of the Membership signed by at least twenty-five members (or ten percent of the Membership, whichever is less), the President shall call a Special Meeting of the Membership. Notwithstanding the foregoing, the President need not call a Special Meeting of the Membership if an Annual Meeting of the Membership is held within ninety days following the President's receipt of a request for a Special Meeting of the Membership. Notice of any Special Meeting of the Membership shall be given in the same manner as notice for the Annual Meeting of the Membership.
Section 3. A quorum for conducting business at an Annual or Special Meeting of the Membership shall be twenty-five (25) members, or the next whole number greater than one-half of the total number of members of the Corporation, whichever is less. Each member present at any Annual or Special Meeting of the Membership shall be entitled to vote on all matters voted upon.
Section 4. All meetings of the Membership and of the Board of Directors shall be conducted according to Roberts Rules of Order.
ARTICLE ELEVEN: RESTRICTED FUNDS
Restricted Funds are moneys donated to and accepted by the Corporation for a specific purpose. Restricted Funds shall be used only as designated by the donor.
ARTICLE TWELVE: AMENDMENTS
The Corporation's Certificate of Incorporation and/or By-Laws may be amended or revised by an affirmative vote of two-thirds of all the members present at an Annual or Special Meeting of the Membership duly called for that purpose and at which a quorum is present. Upon receipt of a member's written request therefore, the Secretary shall make a copy of any proposed amendment or revision to the Certificate of Incorporation or the By-laws available to the member within a reasonable time after receipt of the request.
ARTICLE THIRTEEN: DISSOLUTION
Section 1.The Corporation maybe dissolved at any time by upon the affirmative vote of two-thirds of the members present and voting at any meeting duly called for that purpose and at which a quorum is present.
Section 2. Upon an affirmative vote to dissolve the Corporation pursuant to ARTICLE THIRTEEN, Section 1. above, the Board of Directors shall prepare and present to the Membership a plan of distribution which shall provide that the assets of the Corporation remaining after all corporate liabilities and obligations have been satisfied or provided for shall be paid over, transferred, or conveyed to one or more organizations that meet both of the following conditions:
(1) The organization shall be organized and operated either (a) exclusively for the purposes set out in ARTICLE THREE above, or (b) exclusively for purposes determined by the Board of Directors to be similar to or supportive of those set forth in said ARTICLE THREE above; and
(2) The organization shall be either
(a) an organization exempt from Federal income taxation, such as under Section 50l (c) (7) of the Internal Revenue Code (or its successor section), or (b) the Federal or a State government or political subdivision thereof, such assets to be used for a public purpose.
Such plan of distribution must be approved by the affirmative vote of two-thirds of the members of the Corporation present and voting at a meeting of the Membership duly called for the purpose of approving such plan and at which a quorum is present.
ARTICLES OF INCORPORATION of the CBT ALUMNI CLUB, INC.