Bylaws




	CONNECTICUT FAMILIES FOR EFFECTIVE AUTISM TREATMENT (CT FEAT), INC. BYLAWS ARTICLE I: Name and Location SECTION 1. NAME. The name of the Corporation shall be Connecticut Families for Effective Autism Treatment (CT F.E.A.T.), Inc. SECTION 2. LOCATION. The principal office of the Corporation shall be located in the County of Hartford , State of Connecticut . ARTICLE II: Purpose SECTION 1. PURPOSE. Connecticut Families for Effective Autism Treatment (CT FEAT), Inc., is a non-profit organization formed by family members of children with autism spectrum disorders (ASD). CT FEAT’s principal goals are: (1) To provide educational and networking opportunities to families interested in treatment programs based on the principles of applied behavior analysis ( ABA ) and other treatments validated by research; (2) To expand the availability of high quality professional services by supporting education and training opportunities in ABA. (3) To provide information resources regarding effective treatments validated by research. ARTICLE III : Directors SECTION 1. COMPOSITION OF THE BOARD OF DIRECTORS. The Board of Directors shall constitute the exclusive membership of the organization. It shall be composed of a minimum of six and a maximum of 12 members, all of whom must be parents or relatives of children with autism spectrum disorders. The Board will be seated with the following criteria: a. The initial Board shall be appointed by the Incorporators; b. Directors shall be elected for a term of two (2) years and shall be replaced or re-elected by vote of the other Directors at the end of their individual terms; c. Vacancies shall exist (1) on the death, resignation, or removal of any Director, or (2) whenever the number of authorized Directors is increased; d. Vacancies may be filled by approval of the Board of Directors. The Board immediately shall fill any vacancy essential to meet minimum Board membership requirements; e. No employee shall be a Director of CT FEAT, Inc. nor shall a Director be employed by the organization. SECTION 2. DUTIES OF THE BOARD OF DIRECTORS. The duties of the Directors shall include, but not be limited to, setting policy in the following areas: (1) fiscal management and annual budget; (2) organizational plan; and (3) goals and objectives. a. The Board of Directors shall be responsible for the implementation of the fiscal policy of the Corporation, including adopting the Annual Budget prior to the commencement of the fiscal year, which shall be from July 1st to June 30th ; b. The Board of Directors shall be responsible for the election of Directors, Officers, Executive Committee Members, and Advisory Committee Members. The election of Officers and of the Executive Committee shall take place annually on a date selected by the Board; c. From time to time, and as the need arises, the Board of Directors may appoint individuals to an Advisory Board consisting of individuals whose special knowledge and skills can help the Directors more effectively govern the corporation; d. To the fullest extent permitted by the law of the state of Connecticut , Directors, or other Agents of the organization, shall not be personally liable for monetary damages for their actions in connection with the organization except for acts or omissions that involve intentional misconduct or a knowing violation of the law. The corporation may maintain insurance at its expense to protect itself and its Directors or Agents against any such expense, liability or loss. SECTION 3. REMOVAL OF DIRECTORS. Any seat shall be declared vacant if, in the opinion of two-thirds (2/3) of the members of the Board, a Director has acted in a manner inconsistent with the purpose or character of the organization. However, before such action may be taken, the Board and such Director shall have been notified in writing at least ten (10) days in advance that such action is contemplated. ARTICLE IV: Meetings SECTION 1. REGULAR MEETINGS. The Board of Directors shall have a minimum of four (4) meetings per year. Meetings may be conducted in such a manner (e.g. in person, conference call, electronic mail) as decided by the Board and according to the following standards: a. A quorum shall consist of a majority of the existing Board; b. Notice of all regular meetings shall be mailed to each Director by the Secretary at least seven (7) days prior to each meeting; c. The notification shall include the Minutes to the previous meeting and mention of all pertinent business to come before the Board. This, however, shall not be construed to limit new business at the regular meeting. SECTION 2. SPECIAL MEETINGS. There shall be as many Special Meetings of the Board of Directors as the Executive Committee deems necessary and as many as a quorum of the Board shall request in writing from the president and these meetings shall be conducted under all standards stated in Article IV, Section 1 above, with the following exceptions: a. A special meeting can be called with only forty-eight (48) hours notice, provided that a majority of Board members have been notified; b. The purpose of any special meetings must be stated in the call to said meeting and the business limited to said purpose. SECTION 3. VOTING AT MEETINGS. No business of the Board of Directors shall be conducted without the presence of a quorum and the following criteria for voting shall prevail: a. Business that affects CT FEAT Inc. or its Directors shall be conducted with a motion, second, and vote on said motion; b. All voting shall be by voice unless a motion is passed to vote by an alternate method; c. A motion passes if a majority of those present vote in the affirmative; d. The Minutes of each meeting shall reflect by name each Member’s vote in all actions that are not unanimous; e. A Director shall abstain from voting on any matter in which he or she has a conflict of interest; f. In the event of any dispute concerning the conduct of any meeting, Robert’s Rules of Order shall prevail. SECTION 4. DATE AND BUSINESS OF ANNUAL MEETING. The Annual Meeting of CT FEAT, Inc. shall be held during the month of June or the first available date thereafter agreed to by the Board of Directors. The principal business to be conducted at the Annual Meeting shall consist of electing the Board of Directors, including Officers and Executive Committee members. Regular business may also be conducted at this meeting ARTICLE V: Officers and Committees SECTION 1. PRESIDENT. The President shall be the chief executive officer of the corporation and as such shall preside at all meetings and have the following responsibilities: a. Be a member of all committees, including the Executive Committee; b. Perform all duties as assigned by the Board of Directors; c. Set the agenda for all Board meetings which shall include items submitted by any Director; d. Facilitate communication among Board members and committees; e. Present to the Board of Directors at the Annual Meeting an Annual Report listing the accomplishments for the previous year and the goals for the upcoming year; f. Call all special meetings requested by a quorum of Directors as required in Article IV, Section 2. SECTION 2. VICE PRESIDENT. The Vice President shall assume all duties of the President in the absence of or inability of the President and also have the following responsibilities: a. Be a member of the Executive Committee; b. Select members to permanent and special committees, except the Executive Committee; c. Facilitate communication between committee Chairs and the Board of Directors. SECTION 3. SECRETARY. The Secretary shall be responsible for recording, maintaining and distributing accurate Minutes that reflect all actions of the Board, and also have the following responsibilities: a. Be a member of the Executive Committee; b. Act as a Parliamentarian during meetings; c. Give written reports at the Board Meetings regarding unfinished or forgotten old business gathered from the previous meetings’ Minutes; d. Sign documents requiring the Secretary’s signature on behalf of the Board, including certified resolutions. SECTION 4. TREASURER. The Treasurer shall be the chief financial officer of the corporation and shall have the following responsibilities: a. Be a member of the Executive Committee; b. Maintain an accurate record of all financial transactions of CT FEAT, Inc.; c. Report financial action at every regular meeting of the Board; d. Obtain audits necessary to comply with all grants and other funding sources and report the results of said audit to the Board of Directors at the first regular meeting at which said report is available; e. Assure that the organization maintains an adequate financial management and reporting system. SECTION 5. ELECTION OF OFFICERS. The election of officers of CT FEAT shall take place at the Annual Meeting using the following criteria: a. The Nominating Committee shall present to the Board of Directors a slate or slates of officers and at large candidates for the Executive Committee; b. The officers will be elected at the Annual Meeting by a majority of those present or, in the absence of a quorum at that meeting, at the next regular Board meeting. c. The officers’ terms shall be for two (2) years. SECTION 6. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the four (4) officers of the Board of Directors and up to two (2) members elected from the Board at large. It shall have the following responsibilities: a. Act on issues requiring an immediate response by one of the following methods: (1) Calling an emergency meeting of the Board of Directors or, if time does not allow, (2) Calling an emergency meeting of the Executive Committee or, if time does not allow, (3) Polling the Executive Committee by telephone or electronic mail. b. Make information concerning emergency meetings available to all Board members as soon as possible but not later than the next regular meeting. c. Report at least annually to the full Board on the organization’s progress towards realizing its goals and objectives; d. Meet periodically, when needed, to create ad hoc committees to develop special projects. SECTION 7. NOMINATING COMMITTEE. The Nominating Committee shall have the following responsibilities: a. Recruit new Board of Director candidates; b. Prepare a slate of Officers and Executive Committee candidates for presentation to the Board of Directors at the regular meeting preceding the Annual Meeting. ARTICLE VI: Fiscal Matters SECTION 1. FISCAL YEAR. The Fiscal Year of Connecticut Families for Effective Autism Treatment (CT FEAT), Inc. shall be from July 1st to June 30th. SECTION 2. GIFTS, GRANTS AND CONTRIBUTIONS. Gifts, grants and contributions to CT FEAT, Inc. shall be added to the general funds and may be used for any purpose of the organization. SECTION 3. LIMITATIONS ON SPENDING. No funds shall be spent for any purpose which would jeopardize the organization’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, or its status as an organization qualified to receive contributions deductible to the contributor under Section 170(c) of the Internal Revenue Code. SECTION 4. NON-PROFIT RESTRICTION. No person shall be compensated for serving as an Officer or Director of CT FEAT, Inc. ARTICLE VII : Incorporation and Bylaws SECTION 1. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation may be amended by decision of the Board of Directors at any regular or special meeting, provided that the substance of the proposed amendment is sent to all Directors no less than ten (10) days prior to the meeting. SECTION 2. BYLAWS. These bylaws may be amended or revised at any regular or special meetings, provided that there is a quorum present and there is a two-thirds (2/3) affirmative vote, and also provided that notice of such proposed amendment or revision shall be given to each Director no less than ten (10) days prior to said meeting. SECTION 3. PROCEDURE FOR DISSOLUTION. The Corporation may be dissolved an any time by decision of the Board of Directors at any meeting called to consider such dissolution, provided that no less than ten (10) days notice in writing is given to each Member of the Board of Directors and that those voting in the affirmative constitute a two-thirds (2/3) majority of those voting. SECTION 4. DISTRIBUTION OF ASSETS. In the event of the dissolution of the Corporation, the assets remaining after payment of all liabilities shall be distributed to one or more organizations dedicated to improving educational opportunities for individuals with autism spectrum disorders, provided that said organizations hold a valid tax-exempt permit issued by the Connecticut Tax Commissioner and have a tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code. (Originally enacted in 1997, revised in 2005 and 2008)

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