Stonington Village Improvement Association,
Incorporated By-Laws
As amended at meetings of the membership September 29, 1992; July 20,
1996; July 28, 2001 and May 13, 2002
ARTICLE I
Name and Purpose
The name of the Corporation is "STONINGTON VILLAGE IMPROVEMENT
ASSOCIATION, INCORPORATED". The purposes of the corporation are
as set forth in the Articles of Incorporation; namely to promote and
assist the development of parks, playgrounds, trees, shrubs and gardens,
public buildings and historical shrines in the Village of Stonington;
to promote literary, cultural and educational uses of its properties
which are suited for those purposes; to promote the common good and general
welfare of the people of the community; to bring about civic betterments
and social improvements; to buy, rent, build, hold and sell real and
other property as may be necessary for these purposes; and to accumulate
funds for these purposes.
ARTICLE II
Directors
The activities, property and affairs of the corporation shall be managed
by its Board of Directors, which shall consist of not less than ten (10)
nor more than twentyone (21) Directors. Directors shall be elected by
the membership from among its number at an Annual Meeting, and shall
hold office for three (3) years, and until their successors are elected.
To the extent possible, Directors shall serve in three (3) classes. One
class, consisting of one third (1/3) of the total number, shall be elected
at each Annual Meeting. An individual Director may be re elected after
completion of his term of office, but shall not be eligible for a second
re election until after an interval of one (1) year. Prior to each Annual
Meeting the President shall appoint a Nominating Committee of three (3)
persons from the membership of the corporation and this Committee shall
present nominations for Officers and Directors at the Annual Meeting.
Meetings of the Directors shall take place at least once every calendar
quarter. A quorum for transaction of business at Meetings of the Directors
shall be one half (1/2) of the number of directorships.
ARTICLE III
Membership
The membership of the corporation shall be determined annually on June
30 and shall consist of those persons who have made a financial contribution
during the preceding twelve (12) months. All members shall be entitled
to vote at any Annual Meeting and at any Special Meeting which may be
duly called.
ARTICLE IV
Officers
The officers of the corporation, who must be Directors, shall consist
of a President, a Vice President, a Treasurer, and a Secretary, and such
other officers as the Directors may from time to time determine to be
necessary or expedient. The officers shall be elected by the membership
at the Annual Meeting and shall hold office for two (2) years and until
their successors are elected. Officers are eligible for re election for
one (1) term only. If any office becomes vacant during the year, the
Board of Directors may fill such vacancy. The officers shall have the
usual rights, powers and duties of their offices, as the Board of Directors
may prescribe.
ARTICLE V
Meetings
The Annual Meeting of the corporation shall be held during the months
of July or August, at a time and place to be set by the President. By
or at the direction of the President or Secretary, notice in writing
of the Annual Meeting shall be mailed to all members not less than ten
(10) days before the Meeting, the members to be determined in accordance
with Article III supra. Special Meetings of the corporation may be called
by the President or by the Board of Directors upon the same notice as
is required to be given in the case of Annual Meetings.
ARTICLE VI
Amendments
These Bylaws may be amended by a majority vote of the members present
and entitled to vote at any Annual Meeting or at any Special Meeting,
provided notice of the meeting has been given in accordance with the
Bylaws and includes notice of such proposed action.
ARTICLE VII
Financial
1. The Fiscal Year shall be from April 1 through March 31.
2. The Board of Directors shall appoint a firm of certified public accountants
to audit the financial statements at the end of each fiscal year and
the audited financial statements will be presented to the members at
the Annual Meeting.
3. The signature of two Officers shall be required for any expenditure
in excess of one-thousand dollars ($1000.00).
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