BYLAWS OF CONNECTICUT PASSIVE HOUSE, INC.
Passive House incorporates building science based strategies to minimize the use of energy while maximizing comfort and quality of life.Connecticut Passive House is a community of like-minded professionals offering resources, education, and outreach using the broad knowledge base and skill-sets of our peers.
Adopted: January 24th, 2018.
TABLE OF CONTENTS
ARTICLE I General ……………………………………………………………… 1
ARTICLE II Offices ……………………………………………………………… 1
ARTICLE III [Membership] …………………………………………………… 1
Section 3.1 Eligibility ……………………………………………………. 1
Section 3.2 Term of Membership ……………………………….. 1
Section 3.3 Annual Meeting …………………………………………. 2
Section 3.4 Special Meetings …………………………………………. 2
Section 3.5 Place and Time of Meetings …………………….. 2
Section 3.6 Meeting Chairperson ……………………………….. 2
Section 3.7 Notice of Annual, Regular and Special Meetings 2
Section 3.8 Waiver of Notice ………………………………………… 2
Section 3.9 Record Date …………………………………………………… 3
Section 3.10 Members’ List or Record for Meeting …………… 3
Section 3.11 Quorum …………………………………………………… 3
Section 3.12 Proxies …………………………………………………… 3
Section 3.13 Vote ……………………………………………………………… 3
Section 3.14 Presiding Officer and Secretary ……………………… 3
Section 3.15 Action without a Meeting ……………………………….. 4
ARTICLE IV Board of Directors ……………………………………………………. 4
Section 4.1 Power of Board and Qualification of Directors 4
Section 4.2 Number of Directors ………………………………… 4
Section 4.3 Election and Term of Directors ………………………. 4
Section 4.4 Removal of Directors ………………………………… 4
Section 4.5 Resignation …………………………………………………….. 4
Section 4.6 Newly-Created Directorships and Vacancies 4
Section 4.7 Meetings of the Board of Directors ……………. 5
Section 4.8 Quorum of Directors and Voting ……………………… 5
Section 4.9 Action without a Meeting. ……………………………….. 5
Section 4.10 Meetings by Conference Telephone …………… 6
Section 4.11 Compensation of Directors ……………………… 6
ARTICLE V Committees ……………………………………………………………… 6
Section 5.1 Committees ……………………………………………………. 6
Section 5.2 Committee Rules …………………………………………. 7
Section 5.3 Service on Committees ……………………………….. 7
ARTICLE VI Officers, Agents and Employees ……………………………….. 7
Section 6.1 Officers; Eligibility ………………………………………….. 7
Section 6.2 Term of Office and Removal ……………………… 7
Section 6.3 Resignation …………………………………………………… 7
Section 6.4 Powers and Duties of Officers …………………….. 7
Section 6.5 Agents and Employees ……………………………….. 8
Section 6.6 Compensation of Officers, Agents and Employees 8
ARTICLE VII Directors’ Conflicting Interest Transactions …….…… 9
ARTICLE VIII Miscellaneous …………………………………………………… 9
Section 8.1 Fiscal Year …………………………………………………… 9
Section 8.2 Corporate Seal …………………………………………. 9
Section 8.3 Checks, Notes and Contracts ……………………… 9
Section 8.4 Books and Records …………………………………………. 9
Section 8.5 Amendments to Bylaws ……………………………….. 9
Section 8.6 References ……………………………………………………. 10
BYLAWS
OF
CONNECTICUT PASSIVE HOUSE, INC.
ARTICLE I
General
These Bylaws are intended to supplement and implement applicable provisions of law and of the Certificate of Incorporation (thr “Certificate of Incorporation”) of Connecticut Passive House, Inc. (the “Corporation”).
ARTICLE II
Offices
The principal office of the Corporation shall be located within the State of Connecticut. The Corporation may choose to maintain additional offices inside or outside the State as designated by the Board of Directors.
ARTICLE III
Membership
Section 3.1 Members.
There shall be two (2) classes of Members:
(a) Certified Members:
(i) have obtained certification from PHI of Darmstadt, Germany or PHIUS of Chicago, Illinois, limited to Members in good standing as a Passive House Designer, Passive House Consultant or Passive House Tradesperson.
(ii) have paid the annual Membership dues; and
(iii) otherwise meet any additional terms and conditions of Membership set forth from time to time by the Board.
(b) Associate Members:
(i) are interested or actively engaged in the business of Low-Energy building and/or the related building sciences;
(ii) have paid the annual Membership dues; and
(iii) otherwise meet any additional terms and conditions of Membership set forth from time to time by the Board.
Any individual or organization interested in supporting the purposes of the Corporation may become a Member of the Corporation by
(i) filing an application for Membership in such form as the Board of Directors prescribe, and
(ii) by paying dues as the Board of Directors shall establish from time to time.
Section 3.2 Membership Privileges & Fees
The rights, duties, privileges and requirements of Membership shall be determined by the Board, and may be modified from time to time by the Board. When the Board makes changes to the rights, duties, privileges and/or requirements of Membership, Members shall be given notice of such changes in a manner determined by the Board.
The Board may set and amend annual Membership fees and other special fees and/or assessments for Members upon prior written notice. If any Member objects to the amended fees, special fees, or assessments, they may terminate their Membership prior to the effective date, in which case the amended fees, special fees and/or assessments shall not be due with respect to such Member.
Section 3.3 Term and Effective Date of Membership
The term of Membership shall be one (1) year. Membership shall become effective upon the payment of annual dues. Members may renew their term annually by payment of annual dues.
Section 3.4 Suspension; Removal; Resignation
(a) The Board, or President, if delegated by the Board, may remove or suspend any Member for failure to timely pay annual or other dues, until such time as such dues are paid. The Board may elect to remove or suspend any Member for failure to comply with the terms, conditions and/or qualifications of Membership, as determined by the Board from time to time. The Board shall provide the Member with advance written notice of its intention of removal or suspension, including due to changed Membership qualifications which render the individual no longer qualified. Except in the event of non-payment of fees, Members shall be given the opportunity to be heard in good faith by the Board prior to the effective date of the proposed removal or suspension.
(b) Any Member may resign upon written notice to the Executive Director or the Secretary of the Corporation. The resignation shall be effective as of the date set forth in the notice, and if no date is specified, upon receipt by the Secretary.
Section 3.5 Meetings
(a) Annual Meetings. A meeting of Members will be held annually (the “Annual Meeting of the Members”) in January at a time set by the Board of Directors, for the election of Directors and the transaction of such other business as may properly come before the Membership. All Members may attend the Annual Meeting of the Members and vote on any matter to come before the Membership. Unless otherwise fixed by the Board, the Annual Meeting of the Members will take place immediately before the Annual Meeting of the Directors.
(b) Special Meeting. At any time in the interval between annual meetings, a special meeting of the Members may be called by the President, the Secretary, or by any three (3) Directors upon notice to the Secretary. The Board may determine the location of any meeting, or that such meeting shall be held remotely.
Section 3.6 Notice of Annual, Regular and Special Meetings. Waiver of Notice
(a) Notice of each meeting of the Members shall be given by the Secretary and shall state the date, time and place of the meeting.
(b) Notice of any Annual or Regular Meeting need not indicate the purpose(s) for which the meeting is being called except as required below.
(c) If it is a Special Meeting, The advance notice of the meeting shall include the purpose(s) for which the meeting is being called.
(d) The need for advance notice include:
a. Changes to Bylaws
b. Any matter that expressly requires the vote of Members pursuant to the Connecticut Revised Nonstock Corporation Act.
(e) Meetings that require advance notice shall be given to each Member entitled to vote at such meeting. The notice shall be given in writing: personally, by post or other form of written wire or wireless communication, not less than ten (10) nor more than sixty (60) days before the date of the meeting. When an Annual, Regular or Special Meeting is adjourned to a different date, time or place; notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.
(f) A Member may waive any notice required by law, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the Member entitled to such notice, and shall be delivered to the Secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. Attendance at a meeting:
a. waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and
b. waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.
Section 3.7 Action by Members
(a) Quorum. At all meetings of the Members, a majority of the number of Voting Members present at such meeting (in person, by remote communication, or by proxy) shall constitute a quorum for the transaction of business.
(b) Voting. Each Voting Member present (in person, by remote communication, or by proxy) shall be entitled to one vote. Except as otherwise provided by law or by these Bylaws, the action of a majority of the Voting Members present at any meeting at which a quorum is present shall be the act of the Voting Members.
(c) Proxies. Every Member entitled to vote may authorize another person(s) to act for them by proxy. Every proxy appointment form must be signed by the Member or such Member’s duly authorized attorney-in-fact. An appointment of a proxy becomes effective when received by the Secretary of the Corporation or other officer or agent authorized to tabulate votes. A proxy appointment form shall include the time period of validity. If none is stated, the period is 6 months. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
(d) Record Date. Members’ List or Record for Meeting. The record date for determining the Members entitled to a notice of a Member’s Meeting or a Special Meeting, is sixty (60) days before the meeting or action requiring determination of Members. At that time, the Secretary shall prepare an alphabetical list of the names and addresses of all of the Members who are entitled to notice of the meeting. The Members’ list so prepared shall be made available for inspection by any Member entitled to vote at the meeting, beginning two business days after the notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.
(e) Action by Written Consent without a Meeting. Any action which may be taken at any meeting of the Members, may be taken without a meeting, if consents in writing, setting forth the action so taken, shall be signed by the Voting Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Voting Members having a right to vote thereon were present and voted. Sufficient consents must be received within sixty (60) days of the earliest consent received, and may be in electronic form, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine that is was transmitted by a Voting Member and the date of transmission. No Voting Member consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and filed with the records of the Corporation.
Section 3.8 Presiding Officer and Secretary
At any meeting of the Members, if neither the Chairman of the Board (if any), nor the President, nor a Vice President, nor a person designated by the Board to preside at the meeting shall be present, the Members present shall appoint a presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.
Section 3.9 Records
Minutes shall be kept of each meeting of the Members and copies of such minutes or written consents of the Members shall be filed with the corporate records.
Section 3.10 Meetings by Conference Telephone
Any Member may participate in any meeting of the Members by, or conduct the meeting through the use of, any means of conference telephone or similar communications equipment by which all Members participating in the meeting may simultaneously hear each other during the meeting. A Member participating in a meeting by such means is deemed to be present in person at the meeting.
ARTICLE IV
Board of Directors
Section 4.1 Power of Board of Directors
All corporate powers shall be exercised by and under the authority of the Board of Directors. All activities, properties and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 4.2 Number and Qualification of Directors
The number of Directors constituting the entire Board of Directors shall be not fewer than three (3) nor more than seven (7). Within this range, no more than two (2) or one third, whichever is fewer, of the Directors may be other than Certified Members. Subject to the foregoing limitations, a Director need not be a Member or a resident of the State of Connecticut. The number of Directors constituting the Board of Directors shall be the number prescribed by the Directors within the foregoing range or, if no such number has been prescribed, shall be the number of Directors elected by the Members at the last Annual Meeting of the Members of the Corporation. The number of Directors may be increased or decreased by action of the Board of Directors.
Section 4.3 Election and Term of Directors
As provided in the Certificate of Incorporation, the initial Directors shall be appointed by the Incorporators. In order to establish staggered terms, the first directors shall be divided as equally as possible into three (3) groups. One group shall serve an initial term of one (1) year. Another group shall serve an initial term of two (2) years. The remaining group shall serve an initial term of three (3) years. Thereafter, at each Annual Meeting of the Members, the Members shall elect Directors to fill expiring terms, each Director to hold office for a term of three (3) years until the Director’s successor has been elected and qualified, except that in the event of a vacancy, which may be filled at any meeting of the Board of Directors, or in the case of a newly-elected Director, the Director may be elected to a shorter term as may be appropriate to maintain the balance of staggered terms. Directors shall hold office until their successors are elected and qualified.
Section 4.4 Removal of Directors
Except as may otherwise be provided in the Certificate of Incorporation, any one or more of the Directors may be removed with or without cause at any time by action of the Members of the Corporation. A Director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the Director.
Section 4.5 Resignation
Any Director may resign at any time by delivering written notice to the Board of Directors, its Chairman (if any), or the Secretary of the Corporation. Such resignation shall take effect when such notice is so delivered unless the notice specifies a later effective date.
Section 4.6 Newly-Created Directorships and Vacancies Newly created directorships, resulting from an increase in the number of Directors, and vacancies occurring in the Board of Directors for any reason, may be filled by:
(i) the Members,
(ii) the Board of Directors, or
(iii) if the Directors remaining in office constitute fewer than a quorum of the Board of Directors, the vote of a majority of the Directors remaining in office. A Director elected to fill a vacancy shall hold office until the next annual meeting of the Members and until his or her successor is elected and qualified.
Section 4.7 Meetings of the Board of Directors.
An annual meeting of the Board of Directors shall be held each year directly after the Annual Meeting of the Members, for the election of officers and for the transaction of such other business as may properly come before the meeting. Regular meetings of the Board of Directors shall be held at such times as may be fixed by the Board. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board (if any), the President or a majority of the Directors.
Regular Meetings of the Board of Directors may be held at any place in or out of the State of Connecticut. Regular meetings of the Board may be held without notice of the date, time, place or purpose of the meeting,
Special Meetings of the Board of Directors may be held at any place in or out of the State of Connecticut.
Notice of each special meeting of the Board shall include the date, time and place of the meeting and shall be given by some form of wire or wireless written communication, not less than two (2) days before the date of the meeting and shall state the purpose or purposes for which the meeting is called. Bylaws, for example, may only be brought up for adoption, amendment or repeal at special meetings of the Board of Directors.
A Director may waive any notice required by law, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the Director, and shall be delivered to the Secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of such meeting, or promptly upon his or her arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
Section 4.8 Quorum of Directors and Voting.
Unless a greater proportion is required by law or by the Certificate of Incorporation or these Bylaws: one third of the number of Directors prescribed in accordance with Section 4.2 or two Directors, which ever is greater, shall constitute a quorum for the transaction of business, and, except as otherwise provided by law or by the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at the meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Section 4.9 Action without a Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. Such action shall be evidenced by one or more written consents describing the action taken, shall be signed by each Director and shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 4.9 is the act of the Board of Directors when one or more consents signed by all the Directors are delivered to the Corporation. The consent may specify the time at which the action taken is to be effective. A Director’s consent may be withdrawn by a revocation signed by the Director and delivered to the Corporation prior to delivery to the Corporation of unrevoked written consents signed by all the Directors.
Section 4.10 Meetings by Conference Telephone.
Any one or more members of the Board of Directors may participate in any meeting of the Board by, or conduct the meeting through the use of, a conference telephone or similar communications equipment by which all Directors participating in the meeting may simultaneously hear each other during the meeting. A Director participating in a meeting by such means is deemed to be present at the meeting.
Section 4.11 Compensation of Directors.
The Corporation shall not pay any compensation to Directors for services rendered to the Corporation, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by, or in accordance with policies approved by, a majority of the entire Board. Notwithstanding any provisions of these Bylaws or the Certificate of Incorporation, the Corporation shall not pay compensation to any government official.
ARTICLE V
Committees
Section 5.1 Committees
The Board of Directors may create one or more committees and appoint one or more Members of the Board to serve on them. To the extent specified by the Board of Directors, each committee may exercise the power of the Board. If any Directors are absent or disqualified, the Board of Directors may appoint one or more Directors as alternate Directors. In the event of the absence or disqualification of a Director of a committee, the Director or Directors present at any meeting and not disqualified from Voting, may by unanimous vote, appoint another Director to act in place of the absent or disqualified Director.
Actions that may not to be taken by Committee:
(i) to approve or recommend to Members any action that (by law) requires approval by Members;
(ii) to fill vacancies on the Board of Directors or, except as provided in this section, on any of its Committees,
(iii) to adopt, amend or repeal Bylaws,
(iv) to approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Corporation,
(v) to approve a proposal to dissolve the Corporation, or
(vi) exercise any other authority or action prohibited by law.
Section 5.2 Committee Rules
Sections 4.7, 4.8, 4.9 and 4.10 of these Bylaws, which govern meetings, action without meetings, participation in meetings by conference telephone, notice and waiver of notice, and quorum and Voting requirements of the Board of Directors, apply to committees and their Members as well.
Section 5.3 Service on Committees
Each committee of the Board shall serve at the pleasure of the Board. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Director with the standards of conduct described in Section 33-1104 of the Connecticut Revised Nonstock Corporation Act.
ARTICLE VI
Officers, Agents and Employees
Section 6.1 Officers; Eligibility.
The Board of Directors shall elect a President, Vice-President, Secretary, Treasurer, and such other officers as determined by the Board of Directors. The same individual may simultaneously hold more than one office, except that the President and Secretary of the Corporation shall be different individuals. Any officer may serve simultaneously as a Director of the Corporation. An officer need not be a Member. An officer, if duly authorized by the Board of Directors, may appoint one or more officers.
Section 6.2 Term of Office and Removal.
Each officer shall hold office for the term for which he or she is appointed and until his or her successor has been appointed and qualified. All officers (unless appointed by another duly appointed officer) shall be appointed at the annual meeting of the Board of Directors or at any other meeting of the Board as the Board may determine. Any officer may be removed by the Board of Directors or by the appointing officer at any time with or without cause. Re-election or appointment of an officer shall not of itself create any contract rights in the officer or the Corporation.
Section 6.3 Resignation.
Any officer may resign at any time by delivering written notice to the Corporation. Unless the written notice specifies a later effective time, the resignation shall be effective when the notice is delivered to the Board of Directors, its Chairman (if any), or the Secretary of the Corporation.
Section 6.4 Powers and Duties of Officers.
A. President. The President shall serve as the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors and, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation in accordance with policies and directives approved by the Board.
B. Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If there is more than one Vice President, the Board of Directors shall determine which of them shall so perform the duties of the President under such circumstances. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Directors.
C. Secretary. The Secretary shall be responsible for preparing and maintaining custody of minutes of all meetings of the members and of the Board of Directors and for authenticating and maintaining the records of the Corporation, and shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Corporation, and he or she shall have authority to affix the same to any instrument requiring it, and, when so affixed, it may be attested by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.
D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and property of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may designate, subject to approval of the Board of Directors. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board of Directors may require, for which he or she shall be reimbursed.
Section 6.5 Agents and Employees.
The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 6.6 Compensation of Officers, Agents and Employees.
The Corporation may pay compensation in reasonable amounts to officers, agents and employees for services rendered. The Board of Directors shall determine the amount of the compensation that shall be paid or shall adopt policies in accordance with which the amounts of compensation shall be determined.
The Board may require officers, agents or employees to give security for the faithful performance of their duties.
ARTICLE VII
Directors’ Conflicting Interest Transactions
If any Director of the Corporation has a “conflicting interest” regarding a transaction with or for the Corporation, as defined in Section 33-1127 of the Connecticut General Statutes, that Director and the Corporation may proceed only as set forth in Section 33-1127 et seq. of the Connecticut General Statutes relating to Directors’ conflicting interest transactions. Further, the transaction may be undertaken by any Director or the Corporation only to the extent that the transaction does not constitute an act of self-dealing, as defined in Section 4941 of the Internal Revenue Code.
ARTICLE VIII
Miscellaneous
Section 8.1 Fiscal Year
The fiscal year of the Corporation shall be December 31st through January 1st. or such other period as may be fixed by the Board of Directors.
Section 8.2 Corporate Seal
The corporate seal shall be circular in form, include the name of the Corporation and contain the words “Corporate Seal” and “Connecticut” and the year 2017 (the year the Corporation was formed) in the center.
Section 8.3 Checks, Notes and Contracts
The Board of Directors shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 8.4 Books and Records
The Corporation shall keep – at its office – complete books and records of the accounts, activities and transactions of the Corporation, the minutes of the proceedings of the Members, the Board of Directors and any committee of the Corporation, and a current list of the Members, Directors and officers of the Corporation and their business addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 8.5 Amendments to Bylaws
Subject to the notice requirements of Section 3.7, the Bylaws of the Corporation may be adopted, amended or repealed in whole or in part by the affirmative unanimous vote of the Directors present at a meeting of the Board of Directors at which a quorum is present.
Section 8.6 References
(i) Internal Revenue Code: Reference in these Bylaws to a provision of the Internal Revenue Code is to such provision of the Internal Revenue Code of 1986, as amended, or the corresponding provision(s) of any subsequent federal income tax law.
(ii) Connecticut General Statutes: Reference in these Bylaws to a provision of the Connecticut General Statutes or any provision of Connecticut law set forth in such statutes is to such provision of the General Statutes of Connecticut, Revision of 1958, as amended, or the corresponding provision(s) of any subsequent Connecticut law.
(iii) Connecticut Revised Nonstock Corporation Act: Reference in these Bylaws to a provision of the Connecticut Revised Nonstock Corporation Act is to such provision of the Connecticut Revised Nonstock Corporation Act, as amended, or the corresponding provision(s) of any subsequent Connecticut corporate law.