Article III - Officers, Agents and Employees

Section 3.01 General Provisions.
T he officers of the Corporation shall be a Chairman, Vice-Chairman, Secretary and a Treasurer, and may include one or more Assistant Secretaries and one or more Assistant Treasurers. The terms "Chairman" and "Vice-Chairman" used throughout these By-Laws shall have the same meanings as "President" and "Vice-President", respectively, in accordance with the terms of Chapter 600 of the Connecticut General Statutes (Nonstock Corporations).

Section 3.02 Term of Office, Vacancies and Removal.
The officers shall be elected each year by the Members. If an office becomes vacant for any reason, the Board may fill such vacancy. Any officer so appointed or elected shall serve only until such time as the unexpired term of his predecessor shall have expired unless re-elected by the Members. Any officer may be removed by a majority of the Board of Members with or without cause.

Section 3.03 Election of Officers.

(a) The Chairman shall appoint a nominating committee. The Committee shall prepare a slate of candidates and shall submit said slate at the regularly scheduled meeting that immediately precedes the Annual Meeting or in writing to all Members at least thirty (30) days prior to the Annual Meeting.

(b). The election of officers may be by secret ballot. The candidate receiving the majority of votes cast may be elected. In the event no candidate receives a majority of votes cast, subsequent ballots shall be taken with the low voter getter being eliminated after each successive ballot until a candidate receives a majority of votes cast for election. In the event that the low vote getter is tied, a special ballot may be taken among the tied parties and the candidate receiving the greatest number votes on the special ballot may remain in the running and all others may be eliminated.

(c). Nominations for officers shall be accepted from the floor prior to the casting of ballots.

(d). Ballots shall be tabulated by the Secretary or a designated Member.

Section 3.04 Duties of Chairman.
The Chairman shall:

(a). Preside over all meetings of the Members by:

i) calling a meeting to order. and conduct all meetings according to Robert's Rules of Order Newly Revised. Robert's Rules shall serve as the parliamentary authority for all meetings.

ii) announcing business before the Members in the order in which it is to be acted upon.

iii) recognizing Members entitled to the floor.

iv) stating, putting to vote, and announcing the result of all questions which are regularly moved or arise in the course of the proceedings.

v) protecting the Members from annoyance form evidently frivolous or dilatory motions by refusing to recognize them.

vi) expediting business in every way compatible with the rights of the Members.

viii) enforcing on all occasions the observance of order and decorum among Members and deciding all questions of order unless, when in doubt, the Chairman prefers to submit the question for the decision of the Board.

ix) informing the Members on a point of order or practice pertaining

x) authenticating by signature (when necessary) all acts. orders and proceedings of the Corporation declaring its will and in all things obeying its commands

(b) Prepare a detailed Agenda for each regular and special meeting.

(c) Following consultation with the Members, make appointment recommendations, if necessary, to the chief elected official or board of education in the town or towns planning to fill a vacancy.

(d). Appoint members of committees.

(e). Assign dates and locations of meetings, providing the Members fail to do so. Should a meeting be canceled or postponed, the Chairman shall assign an alternate date and/or location.

(f). Represent the Corporation in all contested cases brought before the Department of Public Utility Control.

(g). Conduct special purpose correspondence.

(h). If it is necessary to vacate the office of Chairman appoint a Chairman pro tem. The first adjournment, however, puts an end to the appointment.

(i). Prepare an annual report for previous year to be presented at the annual meeting for approval. The report will then be forwarded, as required by state regulation, to the Department of Public Utility Control by no later than the first day of August of the same year.

Section 3.05 Duties of the Vice-Chairman/Secretary.
The Vice Chairman/Secretary shall:

(a). Administer the Corporations attendance policy (See Article II).

(b). Conduct correspondence regarding town representative appointments. The vice-chairman shall also monitor the appointment or resignation of members.

(c). In the absence of the Chairman call meetings to order and shall preside as would the Chairman.

(d). Act as recording officer of the Corporation and the custodian of its records except such as specifically assigned to others. These records shall include:

i) minutes of all regular and special meetings
ii) register or roll of members
iii) member attendance

(e). Notify all officers and committees of appointments.

(f). Furnish all Members and chief elected officials with all papers referred to them.

(g). Sign with the Chairman, if necessary, all orders on the Treasurer authorized by Board vote.

(h). Keep a book in which the By-Laws and standing rules are written. In addition, the Secretary should keep a book to accommodate all correspondence initiated and received by the Corporation and book dedicated to both federal and state regulatory documents.

(i). Send out proper notices of all called meetings and of other meetings when necessary.

(j). Conduct the correspondence of the Corporation except as otherwise provided.

(k). Maintain a list of committees and their Members.

(l). In the absence of the Chairman and Vice Chairman, call meetings to order and preside until the election of the Chairman pro tern (which should take place immediately).

(m). Endorse on all correspondence, reports or regulations received by the Corporation their date of reception and what action was taken upon them. They should then be preserved among the Corporation's records.

(n). Assist Members in maintaining 'Members' "Notebook".

Section 3.06 Duties of the Treasurer.
The Treasurer shall:

(a). Act as the Corporation's banker, holding the funds deposited with him and paying them out on the order of the Board Members.

(b). Report financial status at least quarterly and document for purpose of budgeting & audit transactions of Corporation.

(c). Present an annual report at the annual meeting. The report should consist of any information relating to receipts and disbursements made during the Corporation's fiscal year.

(d). In the absence of the Chairman, Vice-Chairman and Secretary, call meetings to order and preside until the election of a president pro tern (which should take place immediately).

Section 3.07 Removal of Officers.
An officer of the Corporation, for abuse of the Corporation, for abuse of his authority or misconduct in office, may be impeached upon a two-thirds vote of Members present at any given meeting, provided that the charge against him be made in writing and a copy of same be filed with the Secretary or Chairman at least two (2) weeks before such vote is taken. The Secretary or Chairman shall notify all Members of the pending action at least one (1) week before the meeting. (Should removal of an officer be necessary, a special election to fill the vacancy shall be held at the next regularly scheduled meeting. The Secretary or Chairman shall send special election notices to all Members at least one (1) week before the election.