BYLAWS
OF

THE FRIENDS OF SIMSBURY CREW

 

           Article I. The Corporation.  The corporation named The Friends of Simsbury Crew,
Inc. shall be known and referred to in these Bylaws as the Friends.

          Article II. Members. The classes, rights, privileges, classifications, obligations and
the manner of election or appointment of members shall be as established from time to time by
the Board of Directors. All persons who contribute one seasonal payment fee shall be entitled to
vote for Directors at the annual meeting.

          Article III. Board of Directors.

          Section 1. Composition and Duties. The property, affairs and business of the Friends
shall be managed by the Board of Directors, composed of not less than seven nor more than
fourteen Directors. The Board of Directors shall determine policies of the Friends, select and
direct the work of the Friends, staff, or anyone hired, prepare written reports of the Friends’
activities which may be required, and elect officers of the Friends. The Board of Directors shall
have the power to amend the Friends’ Articles of Incorporation and Bylaws and shall have the
right to vote on each matter requiring the vote of Directors in accordance with the Nonstock
Corporation Act of the State of Connecticut. The number of Directorships for each year shall be
fixed by vote of the Directors at the annual meeting.

          Section 2. Original Board of Directors. The following persons are the Directors of the
Friends to hold office until their successors are elected and qualified in their stead as hereinafter
provided.
Roger W. Anderson 
James W. Bixler
Elizabeth D. Kreiger
Robert E. McGill III 
Donald I. Paine
Samuel A.L. Taylor, Jr. 
Helen H. Schulz 
Edward L. Storrs

 

          Section 3. Election and Term of Office. At its annual meeting the contributors shall
elect Directors for a term of one year. Terms of Directors shall commence upon the adjournment
of the annual meeting of the Friends at which they are elected and shall expire upon the
adjournment of the annual meeting of the Friends the next succeeding year.

          Section 4. Vacancies. Vacancies in the Board of Directors may be filled for the
unexpired portion of the term by vote of the remaining Directors.

          Section 5. Annual and Regular Meetings. The annual meeting of the Friends shall be
held on a Sunday in June in each year. The annual meeting of the Board of Directors shall also
be held on the same day as the annual meeting of the Friends in each year. Notice of the place,
day and hour of such meeting shall be given to each Director by mail, telephone, e-mail or
personally not less than two days prior to the date of such meeting. Regular meetings of the
Board of Directors shall be held upon call of the President or at such times and places as the
Board of Directors shall by resolution appoint. No notice need be given of regular meetings of
the Board of Directors held at the time and on the day or date as the Board of Directors may have
appointed.

          Section 6. Special Meetings. Special meetings of the Board of Directors may be called
by the President, and shall be called by the President upon the written request of one-third of the
Directors stating the purpose of such meeting. Notice of the place, day, hour and purpose of
each such meeting shall be given to each Director by mail, telephone, e-mail or personally not
less than two days prior to the date of such meeting.

          Section 7. Waiver of Notice. No notice of a Directors’ meeting need be given to any

director who attends such meeting in person or who waives such notice in a writing executed
and filed with the Secretary of the Friends, either before or after such meeting.

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          Section 8. Quorum and Voting. One more than one-half of the Directorships shall
constitute a quorum, and the majority vote of such a quorum shall control unless otherwise
required by these Bylaws, the Nonstock Corporation Act of the State of Connecticut, or the
Articles of Incorporation, provided that a majority of the Directors present at any meeting, if less
than a quorum, may adjourn the same from time to time without notice until a quorum shall be
present.

          Section 9. Compensation. Directors shall not receive any compensation for their
services in such capacity, but may be reimbursed by the Friends for their reasonable expenses
and disbursements on behalf of the Friends.

          Section 10. Written Consent. If all of the Directors severally or collectively consent in
writing to any action taken or to be taken by the Friends, the action shall be as valid as though it
had been authorized at a meeting of the Board of Directors, and such written consent or consents
shall be filed by the secretary in the Friends’ minute book.

          Article IV. Committees.

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          Section 1. Executive Committee. The Board of Directors may constitute and appoint the
officers of the Friends to serve as an Executive Committee which shall have all powers of the
Board of Directors between meetings of the Board of Directors. Meetings of the Executive
Committee shall be called at the discretion of the President and a majority of the members of the
committee shall constitute a quorum for the transaction of business. The Executive Committee
shall submit to the next meeting of the Board of Directors reports of all actions taken by it.

          Section 2. Other Committees. The Board of Directors may constitute and appoint from
among its numbers or from the members of the Friends, if any there be, or from the general
public, such other committees with such powers and authority as the Board of Directors shall
determine. The chairperson of such committees shall be appointed from among the Board of
Directors.

          Article V. Officers.

          Section 1. Number and Title. The officers of the Friends shall be a President, a Vice
President, a Secretary and a Treasurer, and such other officers as the Board of Directors may
from time to time deem necessary. The President, Vice President, Secretary and Treasurer shall
be chosen from among the Board of Directors.

          Section 2. Election, Term of Office and Vacancies. The officers of the Friends shall be
elected annually by the Board of Directors at its annual meeting. Vacancies or new offices may
be filled at any meeting of the Board of Directors.

          Section 3. Duties and Powers. The duties of the officers shall be as follows:

          (a) President: The President shall be the principal officer of the Friends and shall
          preside at all meetings of the Board of Directors. The President shall be
          responsible for seeing that the resolutions and actions of the Board of Directors
          are carried into effect, and for reporting to the Board of Directors on the conduct
          and management of the affairs of the Friends. The President shall also perform
          such other duties as are usual to this office.
          

          (b) Vice President. In the absence of the President, or in the event of his 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.
          

          (c) Secretary: The Secretary shall keep minutes of the proceedings of the Board of
          Directors; the Secretary shall give, or cause to be given, all notices in accordance
          with the provisions of these Bylaws or as required by law; be custodian of the
          corporate records and of the seal of the Friends. The Secretary shall keep at the
          registered office or principal place of business of the Friends in the State of
          Connecticut a written record of the Directors of the Friends’ and their addresses,

          and, in general, shall perform all duties as from time to time may be assigned by
          the President or by the Board of Directors.

 

          (d) Treasurer: The Treasurer shall have the custody of the Friends’ funds and shall
          keep, or cause to be kept, correct and complete books and records of account,
          including full and accurate accounts of receipts and disbursements in books
          belonging to the Friends, and, in general, shall perform all duties as from time to
          time may be assigned by the President or by the Board of Directors, including the
          preparation of the annual budget.

 

          Section 4. Removal. An officer of the Friends may be removed, with or without cause
by the affirmative vote of two-thirds of the Board of Directors.

          

          Article VI. Finance and Property.

          

          Section 1. Fiscal Year. The fiscal year of the Friends shall be the year July 1 to June 30,
unless otherwise determined by the Board of Directors.

          Section 2. Depositories. All funds of the Friends shall be deposited to the credit of the
Friends in such banks or depositories and under such terms and conditions as may be determined
by the Board of Directors.

          Section 3. Property. Title of all property shall be held in the name of the Friends.
Section 4. Approved Signatures. All checks, drafts and other orders for the payment of
money shall be signed by such officer or officers or agent or agents as shall be thereunto
authorized by the Board of Directors. In any event, such checks, drafts and other orders may be
signed by the President or a nominee of the President or by the Treasurer or a nominee of the
Treasurer without such authorization, such nominees having been approved by the Board of
Directors. Access to safe deposit boxes rented by the Friends shall be by two persons together,
the Treasurer or a nominee of the Treasurer and the President or a nominee of the President, such
nominees having been approved by the Board of Directors.

          

          Section 5. Contracts and Debts. Contracts may be entered into, or debts incurred only
as directed by resolution of the Board of Directors or by its appointed delegate. When the
execution of any contract or other instrument has been authorized by the Board of Directors
without specification of the executing officers, the President or the Vice President may execute
the same in the name of and behalf of the Friends.

          Section 6. Budget. The annual budget of estimated income and expenditures of the
Friends shall be approved by the Board of Directors. No expense shall be incurred in excess of
total budgetary appropriations without prior approval of the Board of Directors.

          Section 7. Financial Reports. A summary report of the financial operation of the
Friends shall be made at least annually in such form as the Board of Directors shall prescribe.

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          Section 8. Investments. The property, assets and funds of the Friends may be invested
in support of the purposes of the Friends as set forth in the Articles of Incorporation in such
shares of stock, whether common or preferred, bonds, notes, mortgages or other securities or
other personal property or real estate as the Board of Directors may from time to time authorize
and approve without restriction or limitation by reason of any statute or rule of law.

                    

          Article VII. Amendments and Miscellaneous.

          

          Section 1. General Powers. These Bylaws may be altered, amended, repealed or added
to, and new Bylaws not inconsistent with the purposes described in the Articles or Incorporation
of the Friends or any law may be adopted, at any annual or special meeting of the Board of
Directors by the affirmative vote of a majority of all the Directors. Any notice of a meeting of
the Board of Directors at which these Bylaws are to be altered, amended, repealed or added to or
new Bylaws are to be adopted shall include notice of such proposed action.

 

          Section 2. Liability. No member of the Board of Directors nor any officer or employee
of the Friends shall be liable for any losses on invested funds, except by reason of malfeasance or
gross neglect of duty.

 

          Section 3. Principal Office. The principal office of the Friends shall be located in
Simsbury, Connecticut. The Friends may have other offices within or without the State of
Connecticut as the Board of Directors may from time to time determine.

 

          Section 4. Seal. The seal of the Friends shall be circular in form and shall bear the name
of the corporation around the circumference and shall be in such form as the Board of Directors
may determine.