BYLAWS

for the regulation, except as otherwise

provided by statute or its

Certificate of Incorporation

of

GLASTONBURY BIKEWAYS, INC.

a Connecticut Nonprofit Corporation

Article I

Name

The name of this corporation is:

                        GLASTONBURY BIKEWAYS, INC.

Article II

Offices of the Corporation

A.        Principal Office.  The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at 1929 Main Street, Glastonbury, CT 06033.  The board of directors (board) may change the principal office from one location to another.  Any change of location of the principal office shall be noted by the secretary of these bylaws opposite this Section, or this Section may be amended to state the new location.

B.        Other Offices.  The board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

Article III

Purposes and Limitations

A.        General Purposes.  This corporation is organized and operated exclusively for charitable, religious, scientific, literary and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States internal revenue law (the “Code”).

B.        Specific Purposes.  Within the context of the general purposes stated above, this corporation shall promote the efforts of the Town of Glastonbury and interested citizens in promoting a bicycle friendly community as set forth under the Town’s Bicycle Master Plan, including creation of multi-purpose off-road trails that can be used for recreation and transportation, linking main roads and neighborhoods to community sites, linking Glastonbury bicycle trails to neighboring communities, installation and development of on-road specific trails, enhancement and maintenance of roads and transportation routes to promote their safe use, and education of bicyclists and community members on safe share-the-road practices, and discovering resources to best meet these needs, and establishing and maintaining consultative and cooperative relations with organizations and communities which help meet these same needs.

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C.        Limitations.  Notwithstanding any other provision of these bylaws, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law, or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

No substantial part of the activities of this corporation shall consist of lobbying or carrying of propaganda, or otherwise attempting to influence legislation and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office except as provided in section 501(h) of the Code.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the exempt purposes for which it was formed.

D.        Dedication of Property.  The property of this corporation is irrevocably dedicated to charitable, religious, scientific, literary and educational purposes and no part of the net income of assets of this corporation shall ever inure to the benefit of any director, trustee, officer or member thereof or to the benefit of any private person.  Upon the winding up and dissolution of the corporation, its assets remaining after payment (or after provision for payment) of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which as established its tax-exempt status under section 501(c)(3) of the Code, and to the extent allowed under the aforementioned statutes, to a governmental body.

Article IV

Members

A.        Classes and Voting Rights.  There shall be one class of members each of whom is entitled to one vote on each matter brought before a meeting of members.

B.        Membership Entitlement.   Only citizens of Glastonbury, or employees of businesses located in the Town of Glastonbury, shall, upon the payment of annual dues established by the Directors from time to time, be entitled to membership in Glastonbury Bikeways, Inc. 

C.        No Right of Transfer.  No member shall have the right to transfer his or her membership to any other person, neither during the life of the member nor by devise, bequest, or appointment after the death of the member.

D.        Deprivation or Suspension of Membership.  No member may be deprived of his or her membership or be suspended as a member with or without cause except by the vote of two-thirds of all members entitled to vote.

E.        Effect of Death, Resignation or Deprivation of Membership.  All of the rights, powers and privileges of any member shall continue until his or her death or resignation, or deprivation of suspension of membership.

Article V

Directors

A.        Powers.

            1.         General Corporate Powers.  Subject to the provisions and limitations of the Connecticut Revised Nonstock Corporation Act and any other applicable laws and subject to any limitations of the Certificate of Incorporation or bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be exercised, by or under the direction of the board.

            2.         Specific Powers.

                        (a)        Officers. Appoint and remove, at the pleasure of the board, all the corporation’s officers, agents and employees; prescribe powers and duties for them that are consistent with law, with the Certificate of Incorporation, and with these bylaws; and fix their compensation, if any, and require from them security for faithful performance of their duties if the Board so decides.

                        (b)       Office Location.   Change the principal office or the principal business office in Connecticut from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside Connecticut; and designate any place within or outside Connecticut for holding any meeting of members.

                        (c)        Seal.  Adopt and use a corporate seal and alter the forms of the seal.

                        (d)       Statutory Powers.   Exercise the powers set out at Sections 33-1036 and 33-1037 of the Connecticut General Statutes.

B.        Number of Directors.

            1.         Authorized Number.  The authorized number of directors of this corporation shall consist of at least five (5) but not more than nine (9) directors until changed by amendment to these bylaws.  The exact number of directors shall be fixed, within those limits, by a resolution adopted by a two-thirds majority of the members.

C.        Designation and Terms of Office.

            1.         Election, Designation and Term of Office.  All of the directors of the corporation shall be designated by the incorporator.   Each such director shall hold office for 2 years and until a successor has been designated and qualified.  Successor directors shall be elected by majority vote of the members. 

D.         Vacancies on Board.

1.         Events Causing Vacancy.  A vacancy or vacancies on the board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Sections 33-1104 through 33-1106, inclusive of the Connecticut General Statutes, (c) provided, however, that a director who was designated as a director, rather than elected by the members  may be removed by the person or persons who designated that director, and may not be removed without the written consent of the person or persons; and (d) the increase of the number of the authorized number of directors.

            2.         Resignations.  Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.  Except on notice to the Attorney General of Connecticut, no directors may resign if the corporation would be left without a duly elected director or directors.

            3.         No Vacancy on Reduction of Number of Directors.  No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

E.        Director’s Meetings. 

            1.         Place of Meetings.  Meetings of the board may be held at any place within or outside Connecticut that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

            2.         Meetings by Telephone.  Any meetings may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear each other.  All such directors shall be deemed to be present in person at such a meeting.

            3.         Annual Meeting.  The board shall hold an annual meeting for the transaction of business on the second  Monday of September of each year at a time designated by the Board of Directors, or if not so designated at 7 p.m.  Notice of this meeting is not required.

            4.         Other Regular Meetings.  Other regular meetings of the board may be held without notice at such time and place as the board shall fix from time to time.

            5.         Special Meetings.

                        (a)        Authority to Call.  Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, by the president or any vice president, or the secretary or any two directors.

                        (b)       Notice.

                                    (i)         Manner of Giving Notice.  Notice of the time and place of special meetings shall be given to each director by one of the following methods: (1) by personal delivery of written notice; (2) by first-class mail, postage prepaid; (3) by telephone, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (4) by e-mail.  All such notices shall be given or sent to the director’s address,  telephone number or email address as shown on the records of the corporation.

(ii)        Time Requirements.  Notices sent by first-class mail shall be  deposited in the United States mails at least four days before the time set for the meeting.  Notices given by personal delivery, telephone, e-mail or fax shall be delivered, telephoned, e-mailed or faxed at least 48 hours before the time set for the meeting.

                                    (iii)       Notice Contents.   The notice shall state the time of the meeting and the place if the place is other than the principal office of the corporation.  It need not specify the purpose of the meeting.

            6.         Quorum.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, subject to the provisions of the Connecticut Revised Nonstock Corporation Act, including, without limitation, those provisions related to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, and (d) indemnification of directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

            7.         Waiver of Notice.  Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

            8.         Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

            9.         Notice of Adjourned Meeting.  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours.  If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of adjournment.

F.         Action without a Meeting.  Any action that the board is required or permitted to take may be taken without a meeting if all members of the board consent in writing to the action.  Such action by written consent shall have the same force and effect as any other validly approved action of the board.  All such consents shall be filed with the minutes of the proceedings of the board.  Written consent includes by electronic delivery, i.e., e-mail.

G.        Compensation and Reimbursement.  Directors may receive such compensation, if any, for their services as directors or officers, and such reimbursement expenses, as the board may determine by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.

H.        Committees.

            1.         Committees of the Board.  The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of one or more directors and any number of members, to serve at the pleasure of the board.  Appointments to committees of the board should be by majority vote of the directors then in office.  The board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting.  Any such committee, to the extent provided in the board resolution, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(a) approve or recommend to members action that C.G.S. Sections 33-1000 to 33-1290, inclusive, require be approved by members; (b) fill vacancies on the board of directors or on any of its committees; (c) amend the Certificate of Incorporation; (d) adopt, amend or repeal bylaws; or (e) approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than in the usual and regular course of affairs of the corporation, or approve a proposal to dissolve; (f) approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest.

            2.         Meetings and Action of Committees.  Meetings and actions of committees of the board shall be governed by, held and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolutions or, if there is none, by resolution of the committee of the board.  Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records.  The board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the board, the committee may adopt such rules.

Article VI

Officers

A.        Officers of the Corporation.  The officers of the corporation shall be a president, a secretary and a treasurer (who shall be the chief financial officer).  The corporation may also have, at the board’s discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with Section C of this Article.  Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.

B.        Election of Officers.  The officers of the corporation, shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment.

C.        Other Officers.  The board may appoint and may authorize the chairman of the board, the president, or other officer, to appoint any other officers that the corporation may require.  Each officer appointed shall have the title, hold office for the period, have the authority and perform the duties specified in the bylaws or determined by the board.

D.        Removal of Officers.  Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the board and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal.

E.        Resignation of Officers.  Any officer may resign at any time by giving written notice to the corporation.  The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is party.

F.         Vacancies in Office.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

G.        Responsibilities of Officers.

            1.         Chairman of the Board.  If a chairman of the board is elected, he or she shall preside at meetings of the board and shall exercise and perform such other powers and duties as the board may assign from time to time.  If there is no president, the chairman of the Board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation prescribed by these bylaws.

            2.         President.  Subject to such supervisory powers as the board may give to the chairman of the board, if any, and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct and control the corporation’s activities, affairs and officers.  The president shall preside at all members’ meetings, if any, and, in the absence of the chairman of the board, or if there is none, at all board meetings.  The president shall have such other powers and duties as the board or the bylaws may prescribe.

            3.         Vice Presidents.  If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board or, if not ranked, a vice president designated by the board, shall perform all duties of the president.  When so acting, a vice president shall have all powers of and be subject to all restrictions on the president.  The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

            4.         Secretary.

                        (a)        Book of Minutes.  The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members’ meetings, if any.  The minutes of meetings shall include the time and place of holding, whether the meeting was general or special and, if special, how authorized, the notice given, the names of those present at committee meetings, and the number of members present or represented at members meetings, if any.  The secretary shall keep or have kept at the principal office in Connecticut, a copy of the Certificate of Incorporation and bylaws, as amended to date.

                        (b)       Notices, Seal and Other Duties.  The secretary shall give, or cause to be given, notice of all meetings of the members, if any, of the board and of committees of the board required by the bylaws to be given.  The secretary shall keep the corporate seal in safe custody, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

            5.         Treasurer (Chief Financial Officer).

                        (a)        Books of Account.  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings and other matters customarily included in financial statement.  The books of account shall be open to inspection by any director at all reasonable times.

                        (b)       Deposit and Disbursement of Money and Valuables.  The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation’s funds as the board may order, shall render to the president, chairman of the board, if any, and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

Article VII

Indemnification

A.        Right of Indemnity.  To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonable incurred by them in connection with any “proceedings”, as that term is used in Section 33-1116 of the Connecticut General Statutes and including an action by or in the right of the corporation, by reason of the fact hat such person is or was a person described by that section.

B.        Approval of Indemnity.  On written request to the board by any person seeking indemnification under Section 33-1121 of the Connecticut General Statutes, the board shall promptly determine in accordance with Section 33-1117 of the Connecticut General Statutes whether the applicable standard of conduct has been met and if it has, the board shall authorize indemnification.  If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members, if possible.  At that meeting, the members shall determine whether the applicable standards of conduct under Sections 33-1104 through 33-1108 of the Connecticut General Statutes have been met and, if it has, the members present at the meeting in person or by proxy shall authorize indemnification.

C.        Advancement of Expenses.  To the fullest extent permitted by Section 33-1119 of Connecticut General Statutes and by law and except as is otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under paragraph A and B of this Article in defending any proceeding covered by those paragraphs shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

Article VIII

Insurance

The corporation shall have the power to purchase and maintain insurance to the full extent permitted by law on behalf of its property, its officers, directors, employees and other agents against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer’s, director’s employee’s or agent’s status as such.

Article IX

Records and Reports

A.        Maintenance of Corporate Records.  The corporation shall keep

            (1)        Adequate and correct books and records of account; and

(2).       Written minutes of the proceedings of its meetings, if any, of the board of directors and committees of the board.

B.        Inspection by Directors.  Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, documents of every kind, physical properties and the records of the corporation.  The inspection may be made in person or by the director’s agent or attorney.  The right of inspection includes the right to copy and make extracts of documents.

C.        Annual Report.  The board shall cause an annual report to be provided to its members and directors within 120 days after the end of the corporation’s fiscal year.  That report shall contain the following information, in appropriate detail, for the fiscal year:

            (1)        The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

            (2)        The principal changes in assets and liabilities, including trust funds.

            (3)        The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.

            (4)        The expense or disbursements of the corporation for both general and restricted purposes.  The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors.

D.        Annual Statement of Certain Transactions and Indemnifications.  As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to each member and furnish to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation’s fiscal year:

            (1)        Any transaction (a) in which the corporation, its parent, or its subsidiary was a party, (b) in which an “interested person” had a direct or indirect material financial interest, and (c) which involved more than $1,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $1,000.  For this purpose, an “interested person” is either of the following:

                        (a)        Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or

                        (b)        Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.  The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

            (2)        Any indemnifications or advances aggregating more than $1,000 paid during the fiscal year to any officer or director of the corporation under these bylaws, unless that indemnification has already been approved by the members under the Connecticut Revised Nonstock Corporation Act.

Article X

Construction and Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Connecticut Revised Nonstock Corporation Act shall govern the construction of these bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular and the term “person” includes both a legal entity and a natural person.

Article XI

Amendments by the Board

A.        In General.  Subject to the limitations set forth below, the board may adopt, amend, or repeal these bylaws.  The board may not extend the term of a director beyond that for which the director was elected.

B.        Changes to Number of Directors.  Once members have been admitted to the corporation, the board may not, without the approval of a majority of the members, specify or change any bylaw provision that would:

            (1)        Fix or change the authorized number of directors;

            (2)        Fix or change the minimum or maximum number of directors; or

            (3)        Change from a fixed number of directors to a variable number of directors or vice versa.

C.        High Vote Requirement.  If any provision of these bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

The undersigned Secretary certifies that the foregoing bylaws were adopted by the Board of Directors acting pursuant to a Unanimous Consent of Directors in Lieu of a Meeting dated November 18, 2006.

Dated: November 18, 2006.

                                                                                    ____________________________________

                                                                                    John Ferguson

                                                                                    Secretary