ARTICLE I. NAME OF ORGANIZATION
Connecticut Residents Against Medical Mandates Inc.
Organization Principal Address: 44 Norman Road, Jewett City, CT 06351
Mailing Address: P.O. Box 545, Jewett City, CT 06351
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, social welfare purposes.
Section 2. Specific Purposes
Connecticut Residents Against Medical Mandates lobbies against COVID-19 vaccine mandates for employment and education in the state of Connecticut. This organization hosts events and provides membership services that do not require proof of the COVID-19 vaccine.
The specific instruction and purpose of this organization shall be:
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
The executive power shall be vested in the President until the President relinquishes this controlling authority. In the event of injury, disability or death the First Vice President, serving the same term, will replace the sitting President. In the event of injury, disability or death of the Second Vice President, serving the same term, will replace the sitting First Vice President.
List of Officers:
Board of Directors
Kate Kraemer: President, Treasurer
Katie Vane: Vice President
Kristen Turkosz: Secondary Vice President, Secretary
Amy Mrowka: Board Member
Wesley Jenks: Board Member
James Turkosz: Board Member
CTRAMM Referral Network Eligibility for Membership
CTRAMM provides a non-voting category of membership inside the CTRAMM Referral Network. Application for membership to the private referral list shall be open to current Connecticut residents, property owners, business operators or employees of the REGIONAL AREA that supports the purpose statement in Article II, Section 2. All membership shall be granted upon completion of membership application and payment of dues.
Section 2. Annual Dues
The amount required for annual dues to the CTRAMM Private Referral network shall be $20 each year for Service Providers and $15 each year for Basic Membership. Access to the Weebly platform website/store/network and Mighty Network forum platform are made available through membership dues. Access to forum and website/store do not require membership, unlike the network which requires an annual membership.
Section 3. Right of Members
Each CTRAMM Board Member has the right to one vote on organizational required voting issues. Each CTRAMM Referral Network member has the right to access the network and use services provided within the network not made available to the public.
Section 4. Resignation and Termination
Any Board Member may resign by filing a written resignation with the Secretary. Any CTRAMM Referral Network member may resign by requesting to withdraw from CTRAMM Network services to any Board Member but not before the CTRAMM Network member settles unpaid dues, or other charges previously accrued.
Section 5. Non-voting Membership
The Board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETING OF MEMBERS
Section 1. NONE CURRENTLY AT THIS TIME
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control and be responsible for the management of affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements and Qualifications
The number of Directors shall be fixed from time to time by the President but shall not consist of no less than three (3) nor more than 8 (eight) including the following officers: the President, the First Vice-President, Second Vice-President, the Secretary and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by the majority vote.
Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial term, members of the Board of Directors may serve additional three year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (⅓) of all members of the Board of Directors shall expire.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and the location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date. The board meets virtually for regular meetings every other Thursday.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone or email. Any Director may waive notice of any meeting. The attendance of a Director at any meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified required by law or by these by-laws.
Section 6. Quorum
The presence, in-person or online via zoom meeting, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have the power to adjourn to a specified later date and notice. The act of a majority of the members of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws. The President of the Board is exempt from Forfeiture, removal of the President requires a unanimous vote from all Board of Directors.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 13. Roberts Rule of Order
Section 14. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE IV. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President duties are:
Section 3. Secretary
The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
The Treasurer's duties shall be:
Section 5. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.
Section 6. Removal of Officer
The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing days (10) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion. Removal of the President requires a unanimous vote from the Board of Directors.
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed, such as fundraising, housing, public relations, data collection, legislative, etc. The President appoints all committee chairs.
Section 2. Executive Committee
The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
The Treasurer is the chair of the Finance Committee, which includes two other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board Members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board Members, and the public.
Section 4. Legislative Committee
The Legislative Committee is comprised of four members who meet weekly just before and throughout the legislative session. The Committee's primary purpose is to consider legislation that is of interest to CTRAMM and provide guidance as needed to CTRAMM county liaisons, volunteers and members.
Section 5. Marketing Committee
The Marketing Committee is comprised of five members who meet monthly throughout the entire year to discuss strategy outreach and awareness. Their role is to act as a sounding board for marketing strategies and tools, develop and hone innovative ideas, and provide feedback on marketing activities as requested by the marketing team.
ARTICLE VIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the District of Columbia, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE IX. BOOKS AND RECORDS
The corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.
ARTICLE X. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of Directors.
ADOPTION DATE 1/1/22
Connecticut Residents Against Medical Mandates Inc.
Organization Principal Address: 44 Norman Road, Jewett City, CT 06351
Mailing Address: P.O. Box 545, Jewett City, CT 06351
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, social welfare purposes.
Section 2. Specific Purposes
Connecticut Residents Against Medical Mandates lobbies against COVID-19 vaccine mandates for employment and education in the state of Connecticut. This organization hosts events and provides membership services that do not require proof of the COVID-19 vaccine.
The specific instruction and purpose of this organization shall be:
- Lobby in opposition of legislation that imposes a COVID-19 vaccine mandate in Connecticut for employment or education
- To provide opportunities for members to engage in medical freedom events and professional networking solutions across Connecticut
- To provide educational resources for support
- To sponsor, host and/or participate in events and activities that promote medical freedom and parental rights
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
The executive power shall be vested in the President until the President relinquishes this controlling authority. In the event of injury, disability or death the First Vice President, serving the same term, will replace the sitting President. In the event of injury, disability or death of the Second Vice President, serving the same term, will replace the sitting First Vice President.
List of Officers:
Board of Directors
Kate Kraemer: President, Treasurer
Katie Vane: Vice President
Kristen Turkosz: Secondary Vice President, Secretary
Amy Mrowka: Board Member
Wesley Jenks: Board Member
James Turkosz: Board Member
CTRAMM Referral Network Eligibility for Membership
CTRAMM provides a non-voting category of membership inside the CTRAMM Referral Network. Application for membership to the private referral list shall be open to current Connecticut residents, property owners, business operators or employees of the REGIONAL AREA that supports the purpose statement in Article II, Section 2. All membership shall be granted upon completion of membership application and payment of dues.
Section 2. Annual Dues
The amount required for annual dues to the CTRAMM Private Referral network shall be $20 each year for Service Providers and $15 each year for Basic Membership. Access to the Weebly platform website/store/network and Mighty Network forum platform are made available through membership dues. Access to forum and website/store do not require membership, unlike the network which requires an annual membership.
Section 3. Right of Members
Each CTRAMM Board Member has the right to one vote on organizational required voting issues. Each CTRAMM Referral Network member has the right to access the network and use services provided within the network not made available to the public.
Section 4. Resignation and Termination
Any Board Member may resign by filing a written resignation with the Secretary. Any CTRAMM Referral Network member may resign by requesting to withdraw from CTRAMM Network services to any Board Member but not before the CTRAMM Network member settles unpaid dues, or other charges previously accrued.
Section 5. Non-voting Membership
The Board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETING OF MEMBERS
Section 1. NONE CURRENTLY AT THIS TIME
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control and be responsible for the management of affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements and Qualifications
The number of Directors shall be fixed from time to time by the President but shall not consist of no less than three (3) nor more than 8 (eight) including the following officers: the President, the First Vice-President, Second Vice-President, the Secretary and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by the majority vote.
Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial term, members of the Board of Directors may serve additional three year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (⅓) of all members of the Board of Directors shall expire.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and the location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date. The board meets virtually for regular meetings every other Thursday.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone or email. Any Director may waive notice of any meeting. The attendance of a Director at any meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified required by law or by these by-laws.
Section 6. Quorum
The presence, in-person or online via zoom meeting, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have the power to adjourn to a specified later date and notice. The act of a majority of the members of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws. The President of the Board is exempt from Forfeiture, removal of the President requires a unanimous vote from all Board of Directors.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 13. Roberts Rule of Order
Section 14. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE IV. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
- He/She shall preside at all meetings of the Executive Committee.
- He/She shall have general and active management of the business of this Advisory Board.
- He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
- He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meeting, and from time to time, shall report to the Board all matters that may affect this program.
- He/She shall be an Ex-officio member of all standing committees and shall have the power and duties vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President duties are:
- He/She shall have the duty of chairing their prospective committee and such other duties as may, from time to time, be determined by the Advisory Board.
Section 3. Secretary
The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
- Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
- He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.
The Treasurer's duties shall be:
- He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
- He/She shall present a complete and accurate report of the finances raised by this Advisory Board and also the litagation fund at each meeting of the members, or at any other time upon request to the Advisory Board.
- It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
- He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.
Section 5. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.
Section 6. Removal of Officer
The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing days (10) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion. Removal of the President requires a unanimous vote from the Board of Directors.
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed, such as fundraising, housing, public relations, data collection, legislative, etc. The President appoints all committee chairs.
Section 2. Executive Committee
The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
The Treasurer is the chair of the Finance Committee, which includes two other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board Members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board Members, and the public.
Section 4. Legislative Committee
The Legislative Committee is comprised of four members who meet weekly just before and throughout the legislative session. The Committee's primary purpose is to consider legislation that is of interest to CTRAMM and provide guidance as needed to CTRAMM county liaisons, volunteers and members.
Section 5. Marketing Committee
The Marketing Committee is comprised of five members who meet monthly throughout the entire year to discuss strategy outreach and awareness. Their role is to act as a sounding board for marketing strategies and tools, develop and hone innovative ideas, and provide feedback on marketing activities as requested by the marketing team.
ARTICLE VIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the District of Columbia, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE IX. BOOKS AND RECORDS
The corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.
ARTICLE X. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of Directors.
ADOPTION DATE 1/1/22
Connecticut Residents Against Medical Mandates was originally formed on Facebook in December 2020 as Connecticut Residents Against Covid19 Vaccine Mandates, since social media giants are shutting down movements like ours, in March we incorporated, changed our group name, and built this website for our Facebook following of over 17,000 members and counting!