Coordinating Council for
Children in Crisis, Inc.
131 Dwight Street
New Haven, CT
06511
Phone:
(203) 624-2600
Fax:
(203) 562-6232
Email:
info@ccccnh.org
NOTICE OF
PRIVACY PRACTICES
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Board of Directors
BYLAWS OF
Coordinating Council for Children in Crisis, Inc.
ARTICLE I
NAME AND PURPOSE
The name of this corporation shall be the Coordinating Council for Children
in Crisis, Inc. For the purpose of these Bylaws, the corporation shall
also be known as the "Corporation," the “Organization,”
or "CCCC." The purpose of the CCCC is to prevent and intervene
in cases of child abuse and neglect, and victimization across the lifespan,
by providing parent education; outreach and home visitation; individual
and family strengthening activities; counseling and advocacy for children,
youth and adults; providing other services, interventions and supports
as appropriate; and by promoting public/private collaborations on behalf
of clients. These purposes are strictly non-commercial and not-for-profit.
ARTICLE II
OFFICES
The principal office of CCCC shall be in the State of Connecticut, located
in the City of New Haven, County of New Haven. CCCC may have such other
offices, either within or without the State of Connecticut, as the Board
of Directors may designate or as the business of CCCC may require from
time to time.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General powers. The business and affairs of CCCC shall be
managed by its Board of Directors.
Section 2. Number, tenure, and qualifications. The number of the directors
of CCCC shall be fixed by the Board of Directors, but in no event shall
it be less than ten (10). Each director shall hold office for three (3)
years, excepting that at the initial incorporation of CCCC one (1) director
shall be elected to a one-year term, two (2) directors shall be elected
to two-year terms, and two (2) directors shall be elected to three year
terms. The terms of directors will be staggered and only approximately
one-third of the Directors shall be elected annually to fill vacant positions,
as dictated by term vacancies. The election of which shall be held at
the Annual Meeting of the Board of Directors. If the Board establishes
a number of Directors greater than ten, then these terms shall also be
staggered into thirds to the extent practicable. At the end of their term,
directors are eligible for re-election to the Board. Directors shall hold
office until their successor shall be duly elected and qualified.
Section 3. Election of Board of Directors. A director is elected upon
presentation by the Membership and Nominating Committee and by the affirmative
vote of the majority of the sitting Board members present and voting,
and qualified to vote, at a duly noticed meeting for purposes of Board
of Director's elections.
Section 4. Regular meetings. A meeting of the Board of Directors shall
be held without other notice than this By-Law at a regular time and place
as provided for by resolution of the Board of Directors.
Section 5. The Annual Board Meeting. An Annual Meeting of the Board
of Directors shall be held on a specific date, time, and place, as designated
by the Board of Directors. Notice of the Annual Meeting shall be delivered
to the Board of Directors at least thirty (30) days prior to that date
and time of the Annual Meeting, unless such notice is waived by a majority
of directors.
Section 6. Special Meetings. Special meetings may be held at any place
or time, whenever called by the President, The Board Chairman, the Secretary
or a majority of the Directors.
Section 7. Notice. Notice of regular and special meetings of the Board
of Directors, and Annual Membership Meetings, shall be given by first
class mail mailed postage pre-paid through the U.S. Postal Service at
least five (5) days prior to each meeting, or forty-eight (48) hours prior
when delivered personally or by telephone or electronic means (e.g., e-mail
or facsimile). If sent by mail, the notice shall be considered delivered
upon its deposit in the U.S. mails. If sent by electronic means, the notice
shall be considered delivered upon its being transmitted. Such notices
shall be addressed to each director, or organizational member (as appropriate),
at his or her address as shown in the corporation records. It shall be
sufficient to notify CCCC members of the membership meeting through a
newsletter announcement or other similar mailing, however, members of
the Board of Directors must be mailed a specific notice by letter, facsimile
or other similar correspondence. It is each director's and member's responsibility
to provide any change of address to the corporation in a timely fashion.
Notice of meeting shall specify the place, day, and time of the meeting.
The purpose of the Meeting need not be specified in the notice. A director
or member may waive the notice requirement in signing a Waiver of Notice
or approval of minutes of the meeting. Such documents shall be filed with
the Secretary.
Section 8. Communication by electronic equipment. The Board and any
committee designated by it may conduct any meeting, excepting the Annual
Meeting, by means of a conference telephone, electronically or by similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by
such means shall constitute presence in person at a meeting.
Section 9. Voting by electronic equipment. The Board and any committee
designated by it may take a vote on any matter, excepting a matter that
must be an action item at the Annual Meeting (i.e., the election of directors),
by conference telephone, electronically or by similar communications equipment.
Directors voting by electronic equipment shall be deemed present for all
purposes of satisfying quorum and affirmative vote requirements.
Section 10. Voting by mail and proxy. Directors or officers may vote
by mail or by proxy if the name of each candidate and text of each proposal
to be so voted upon are set forth in writing and accompany the notice
of the meeting. Directors voting by mail or proxy shall be deemed present
for all purposes of satisfying quorum and affirmative vote requirements.
Section 11. Quorum. A majority of the directors shall constitute a quorum
for the transaction of all business except for those matters requiring
a two-thirds by these Bylaws and the Articles of Incorporation. The affirmative
vote of the majority of directors present at a meeting at which a quorum
is present shall be required to approve or adopt the matter voted upon.
No business may be transacted without quorum; however, a meeting at which
a quorum was initially present may continue to transact business not withstanding
the withdrawal of directors, as long as any action is approved by the
majority of the required quorum. If less than a majority of the Board
of Directors is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Section 12. Manner of acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 13. Action without a meeting. Any action required or taken by
the Board may be taken without a meeting if all members of the Board individually
or collectively consent in writing or electronically to such action. Such
written, or record of electronic communication of, consent shall be filed
with the minutes of the proceedings of the Board. Such action by written
consent shall have the force and effect as the unanimous vote of the directors.
Section 14. Rules of procedures. The rules of procedure at meeting of
the Board shall Robert's Rules of Order on Parliamentary Procedure, as
amended, so far as applicable and when not inconsistent with these Bylaws,
Articles of Incorporation or any resolution of the Board.
Section 15. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of the majority of the remaining
directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his/her predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors may be filled
by election by the Board of Directors for a term of office continuing
only until the next election of directors/membership. In the case of an
exigent circumstance, the Executive Committee may fill one or more vacancies
on the Board, which must, then, be confirmed by the Board either at the
next meeting, or through authorized written or electronic voting means
provided herein. Such subsequent Board confirmation should occur in a
timely manner.
ARTICLE IV
MEMBERSHIP
Section l. Membership. The or CCCC is organized as a non-member entity
governed by its Board of Directors.
ARTICLE V
COMMITTEES
Section 1. Executive Committee. The Executive Committee shall consist
of the officers of the Board and the Chairs of the Committees of the Board.
The members of the Executive Committee shall serve a term of two (2) years,
concurrent with that part of their term as a director, or until a successor
shall have been elected. The Executive Committee shall perform the following
duties: (a) comply with directives of the Board; (b) carry out the duties
of the Board between Board meetings; (c) meet as necessary to fulfill
the responsibilities delegated to the Executive Committee by the Board;
and, (d) perform any other function as required by the Board. Unless otherwise
authorized by the Board, decisions made by the Executive Committee must
be confirmed by the Board at the next regular or special meeting of the
Board, or by authorized electronic meand, in order to remain in effect.
Section 2. Limitations on Executive Committee Authority. The Executive
Committee possesses any of the powers and authorities of the Board, except
with respect to: (a) the approval of any action which, under law or the
provisions of the Bylaws or Articles, requires the approval of the directors;
(b) the filling of vacancies on the Board or Executive Committee, excepting
in emergencies when the procedures of Article III, Section 15 are implemented;
and, (c) the amendment, alteration or repeal of Articles, Bylaws, or any
Board resolution which by its express terms is not so amendable or repealable.
Section 3. Membership and Nomination Committee. The corporation shall
establish a Membership and Nomination Committee and the Board shall develop
and approve such responsibilities and authorities of the Committee as
shall be recognized by a resolution affirmatively voted on by the Board.
Section 4. Finance Committee. The corporation shall establish a Finance
Committee and the Board shall develop and approve such responsibilities
and authorities of the Committee as shall be recognized by a resolution
affirmatively voted on by the Board.
Section 5. Program/Long Range Planning Committee. The corporation shall
establish a Program/Long Range Planning Committee and the Board shall
develop and approve such responsibilities and authorities of the Committee
as shall be recognized by a resolution affirmatively voted on by the Board.
Section 6. Other Committees. The corporation shall have such other committees
as may from time-to-time be designated by vote of the Board. Such other
committees may have members who are not also directors as long as at least
two (2) of its members, and the majority of its members, are directors.
These committees shall have the duties and powers that are outlined by
Board policies.
Section 7. Meetings and Actions of Committees. Meetings and actions
of committees shall follow the Bylaw requirements concerning meetings
of the Board. The Board may also adopt rules and regulations for the conduct
of committee meetings.
ARTICLE VI
OFFICERS
Section 1. Number. The officers of CCCC shall be a Chairman of the Board,
one or more Vice-Chairmen, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors. Additionally, the Board may
elect an assistant secretary and/or an assistant treasurer to perform
the duties of said officer during times of their absence, incapacity,
or otherwise at the direction of the Board for the Board's convenience
of managing the affairs of CCCC. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. In its discretion the Board of Directors may leave unfilled
for any such period as it may determine any office except those of chairman
and secretary. Any two or more offices may be held by the same person,
except for the offices of president and secretary, which may not be held
by the same person. Officers must be members of the Board of Directors.
Section 2. Election and Term of Office. The officers of the Organization
shall be elected by the Board of Directors at an Annual Meeting of the
Board of Directors. Upon their election, officers shall serve a term of
two (2) years, concurrent with that part of their term as a director,
or until a successor shall have been elected. If the election of officers
does not occur as specified above, then an election of officers shall
be held shall be held as soon thereafter as there may be conveniently
scheduled a properly noticed and constituted meeting of the Board of Directors.
Section 3. Removal. Any officer may be removed, either with or without
cause, by the Board. Such removal shall require an affirmative vote of
the Board. Any officer may resign by giving written notice to the Board
or to the president or to the secretary. The acceptance of such resignation
shall not be necessary to make it effective. Election or appointment of
any officer or agent shall not of itself create contractual rights, and
such appointment shall be terminable at will.
Section 4. Vacancies. Any vacancies caused by any reason shall be filled
for the unexpired term by an affirmative vote of the Board, excepting
in the case of an exigent circumstance, when the Executive Committee may
fill one or more Officer vacancies, which must, then, be confirmed by
the Board either at the next meeting, or through authorized written or
electronic voting means provided herein. Such subsequent Board confirmation
should occur in a timely manner.
Section 5. Duties of the Chairman of the Board. The Chairman of the
Board shall convene and direct meetings of the Board of Directors, control
the affairs of the Board, and provide overall guidance to the Board. The
Chairman of the Board, with input from the Board as appropriate, shall
also supervise the Executive Director of the organization. The Chairman
may, upon Board approval, sign and execute, with the secretary or any
other proper officer of CCCC there unto authorized by the Board of Directors,
any deeds, mortgages, bonds, contracts or other instruments which the
Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of
CCCC, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of chairman
of the Board and such other duties as may be prescribed by the Board of
Directors from time to time.
Section 6. Duties of the Vice-Chairman or Vice-Chairmen. In the absence
of the Chairman or in event of his or her death, inability or refusal
to act, the Vice-Chairman shall perform the duties of the Chairman and
when so acting shall have all powers of and be subject to all the restrictions
upon the president. The Vice-Chairman shall perform such other duties
as from time to time may be assigned to him or her by the Chairman or
by the Board of Directors. If there is more than one Vice-Chairman, each
Vice-Chairman shall succeed to the duties of the Chairman in order of
rank as determined by the Board. If no such rank has been determined,
then each vice-president shall succeed to the duties of the president
in order of the date and time of election, the earliest date and time
having the first rank.
Section 7. Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the Board of Directors in one or more minute books provided
for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian
of the corporate records and of the seal of CCCC and see that the corporate
seal of CCCC is affixed to all documents, the execution of which on behalf
of the Organization under its seal is duly authorized; (d) keep a register
of the post office address of each member of the Board of Directors; (e)
sign with the president any contract, deeds, mortgages, and contracts
or any other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution shall be
expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of CCCC, or shall be required by law to be otherwise
signed or executed; and, (f) in general perform all duties incident to
the office of the secretary and such other duties as from time to time
may be assigned to him or her by the president or by the Board of Directors.
An agent of CCCC may be appointed by the Board of Directors to assist
the secretary with the day-to-day business of the Organization.
Section 8. Treasurer. The treasurer shall: (a) have charge and custody
and be responsible for all funds and securities of the CCCC; (b) receive
and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the Organization
in such banks, trust companies or other depositories as shall be selected
in accordance with the provisions of these Bylaws; and, (c) in general
perform all of the duties incident to the office of treasurer and such
duties as from time-to-time may be assigned to him or her by the president
or by the Board of Directors. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in
such sum and with such sureties as the Board of Directors shall determine.
If the Board of Directors so desires, an agent of the Organization may
be assigned to assist the treasurer with the day-to-day business of the
Organization with supervision and reasonable accountability available
upon request of the Board of Directors.
Section 9. Duties of Additional Officers. The authority and duties of
additional officers shall be set forth in Board policy as reflected in
resolutions affirmatively voted on by the Board.
Section 10. Salaries. Officers or directors of CCCC shall not receive
a salary, but may be compensated reasonable sums, based on the fair market
value of goods provided or services rendered, under contractual or personal
services agreements in accordance with policies established by an affirmative
resolution of the Board.
ARTICLE VII
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 1. Annual Dues. The annual membership dues, for members of the
corporation, if any, shall be adopted by a vote of the Board.
Section 2. Fiscal Year Period. The fiscal year period of the corporation
shall be the twelve month period beginning July 1 and ending June 30.
Section 3. Contracts. The Board may authorize any officer or officers,
or agent or agents, to enter into any contracts or execute and deliver
any instrument in the name of and in behalf of the corporation. Such authority
may be general or confined to specific instances.
Section 4. Loans. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized
by a resolution affirmatively voted on by the Board. Such authority may
be general or confined to specific instances.
Section 5. Loans Prohibited. No loans shall be made by the corporation
to any officer or to any director.
Section 6. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or any other evidences of indebtedness issued
in the name of the Organization, shall be signed by such officer or officers,
agent or agents of the Organization and is such manner as shall from time-to-time
be determined by resolution affirmatively voted upon by the Board of Directors.
Section 7. Deposits. All funds of the Organization not otherwise employed
shall be deposited from time-to-time to the credit of the Organization
in such banks, trust companies or other depositories as the Board of Directors
may select.
Section 8. Books and Records. The accounting books, records, and minutes
of proceedings of the Board and any committees of the corporation shall
be kept at such place or places designated by the Board or the Executive
Committee, or, in the absence of such designation at the principal executive
office of the corporation. The minutes shall be kept in written or typed
form and the accounting books and records shall be kept either in written
or typed form or in any other form capable of being converted into typed,
written or printed form. Every director shall have the absolute right
at any reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the corporation. The inspection
may be made in person or by an agent or an attorney, and shall include
the right to copy and make extracts of documents.
Section 9. Copies of Resolutions. Any person dealing with the corporation
may rely upon any records of the proceedings, resolutions or votes of
the Board when certified by the president or secretary.
Section 10. Amendment of Bylaws. These Bylaws may be altered, amended
or repealed by a majority vote of the entire Board at any annual, regular
or special meeting of the Board. Proposed by law amendments shall be distributed
in writing to the directors at least ten (10) days prior to the Board
meeting.
Section 11. Amendment of Articles of Incorporation. The Articles of
Incorporation may be altered, amended or repealed by a majority of the
entire Board at any annual, regular or special meeting; provided, however,
that ten (10) days' notice must be given to each director prior to the
taking of any vote to amend, alter or repeal the Articles of Incorporation.
ARTICLE VIII
INDEMNITY
The Corporation shall indemnify its directors, officers and employees
as follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection
with any proceeding to which he may be made a party, or in which he may
become involved, by reason of his being or having been a director, officer,
employee or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance or malfeasance
in the performance of his duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors
approves such settlement and reimbursement as being for the best interests
of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of the corporation, partnership, joint venture, trust or enterprise, the
indemnity against expenses of suit, litigation or other proceedings which
is specifically permissible under applicable law.
(c) Any person made, or threatened to be made, a party to any action
or proceeding, whether civil or criminal, by reason of the fact that such
person or such person's testator or intestate is or was a director, officer
or agent of the Corporation or serves or served any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
in any capacity at the request of the Corporation, and is indemnified
by the Corporation as provided above, the Corporation, then, may advance
such person's related expenses, to the full extent authorized by law.
(d) The Board of Directors may, in its discretion, direct the purchase
of liability insurance by way of implementing the provisions of this Article
VIII.
ARTICLE IX
NON-DISCRIMINATION POLICY
None of this corporations policies, procedures and actions shall discriminate
with regard to race, color, gender, marital status, sexual orientation,
political ideology, age, creed, religion, ancestry, national origin, or
the presence of any sensory, mental or physical handicap or any other
bias prohibited by state or federal law.
ARTICLE X
CERTIFICATION
The undersigned hereby certify that the foregoing Bylaws were duly adopted
by the Board of Directors of the Corporation on the 1st day of May, 2003.
Signed:_________________________________________
(Chairman of the Board)
Signed:_________________________________________
(Secretary)
May 1977
REVISIONS:
May 4, 1982
June 7, 1988
July 1, 2003
Board of Directors Orientation
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