The Encore Club of New Canaan Bylaws
The name of the Corporation shall be Encore Club of New Canaan, Inc.
The Corporation has been formed for recreational and social purposes. No member shall use the club, its directory or any
membership list for commercial purposes, nor shall any member sell or give any list of membership to any third party for commercial
MEMBERSHIP AND DUES
§ 3.1 Eligibility
Membership shall be open to all New Canaan women and women of neighboring towns.
§ 3.2 Term
Membership shall be for a period of one year from July 1 of one year through June 30 of the following year.
§ 3.3 Dues
Members shall pay annual dues in the amounts and at the times as determined by the Board of Directors.
§ 3.4 Annual Meeting
The Corporation shall have an annual meeting of its members in April or May of each year. At the annual meeting, the
membership shall elect the Board of Directors for the following year and may consider such other action as shall properly come
before the meeting. The date of such meeting shall be determined by the Board of Directors and notice of such meeting shall be
sent in conformance with legal requirements for such notice.
§ 3.5 Quorum and Voting
The members entitled to vote on a matter who are present at the meeting shall constitute a quorum at such meeting. The vote
of the holders of a majority of members present at such meeting shall be sufficient to elect a Director and adopt any other action to
properly come before the meeting. There shall be no cumulative voting for directors.
§ 4.1 Number
The Board of Directors of the Corporation shall consist of not less than three individuals. The number of directorships shall be
set by the Board of Directors from time to time. The Directors shall be elected at the annual meeting of the members, except as provided
in § 4.2 below. Each Director shall be elected for a term of one year and shall hold office until her successor is elected and qualified or
until her earlier resignation or removal. Directors must be members. If a Director shall resign her membership, she shall immediately
cease being a Director.
§ 4.2 Vacancies
Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by
the vote of the remaining Directors then in office, or by a sole remaining Director. The Director so chosen shall hold office until the
next annual election and until her successor is duly elected and shall qualify, unless sooner displaced. If there are no Directors in
office, then an election of Directors shall be held in the manner provided by statute.
§ 4.3. First Meeting
The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of members
at the location of such annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order
legally to constitute the meeting, provided a quorum shall be present.
§ 4.4. Regular Meetings
Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time
be determined by the Board.
§ 4.5. Special Meetings
Special meetings of the Board may be called by the President on a five days’ notice to each Director, either personally or by
mail or by email in accordance with law.
§ 4.6 Quorum and Voting
(a) A quorum of a Board of Directors consists of a majority of the Directors currently serving the Corporation.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the
Board of Directors.
(c) A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless: (1) he/she objects at the beginning of the meeting (or
promptly upon his/her arrival) to holding it or transacting business at the meeting; (2) his/her dissent or abstention from the action
taken is entered into the minutes of the meeting; or (3) she delivers written notice of her dissent or abstention to the presiding officer
of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or
abstention is not available to a Director who votes in favor of the action taken.
§ 4.7 Committees
The Board of Directors may establish committees, each of which shall consist of a Chair from among the members and such
other Directors or members of the Corporation as shall be approved by the Board. Each such committee shall assist the Board of
Directors in its management of the Corporation and shall report to the Board of Directors the minutes of its proceedings and shall
make recommendations to the Board of Directors actions for adoption by the Company. Among the Committees shall be:
(a) Nominating: The Nominating Committee shall ask for nominations for the board and for officers from the general
membership throughout the year and specifically in the February newsletter. The Nominating committee shall meet to develop a
slate of nominees for directors and officers of the Corporation by April of a year and shall publish such nominees in the April
newsletter. The new Directors shall be elected at the annual meeting by a show of hands and the new officers shall be appointed
by the Board of Directors at the meeting following the annual meeting.
(b) Activities: The Activities committee shall be responsible for coordinating ongoing monthly activities. This includes
establishing activities and setting up subcommittees for such activities and assisting such activities as necessary.
(c) Evening Events: The Evening Events committee is responsible for organizing evening events which are open to a
member and her spouse or guest.
(d) Publicity: The Publicity committee is responsible for submitting promotional articles to local media or online as
(e) Luncheon: The Luncheon committee is responsible for organizing member luncheons.
(f) Experiences to Go (Expo): The Experiences to Go Committee is responsible for organizing excursions and events
(g) Webmaster-The webmaster committee is responsible for maintaining the website, altering the content and functioning to
suit the needs of the club.
(h) Communications -the communications committee is responsible for issuing email communications to all members using
the internet platform and sending out the virtual newsletter monthly, which is usually written by the president.
(i) Social media committee-the social media committee is responsible for maintaining a presence on various social media
platforms, such as Facebook and Instagram, and posting pictures and notices of upcoming events, as needed.
§ 5.1 Officers
The Officers of the Corporation shall consist of a President, a Secretary and a Treasurer and such Vice Presidents and other
officers as the Board of Directors shall determine. Officers shall be appointed by the Board of Directors for terms of one year
expiring upon their replacement or removal by the Board of Directors or upon their resignation.
§ 5.2 Compensation
Officers shall not be entitled to compensation for their services, but shall be entitled to reimbursement for expenses incurred in
connection with being an officer.
§ 5.3 President
The President shall preside at all meetings of the Directors and Members of the Corporation. She shall also have responsibility
for the general management of the business of the Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
§ 5.4 Vice-President(s)
The Vice-Presidents(s) in the order designated by the Board of Directors or, lacking such a designation, by the President, shall
in the absence or disability of President perform the duties and exercise the powers of the President and shall perform such
other duties as the Board of Directors shall prescribe. The vice president shall also execute some of the duties previously
assigned to the membership chair which include reporting at each board meeting: the total number of members and the
number of new members. She will also email members who have not paid their annual dues and resolve any questions that
come up about membership.
§ 5.5 Secretary
The Secretary shall attend all meetings of the Board and all meetings of the members and record all votes and the minutes of
all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The
Secretary shall tally the results of all votes at such meetings. If called upon to do so, she shall read all papers and communications
to the assembly. She shall keep a record of attendance at Board meetings and shall determine the attendance at a Members
meeting. As needed the Secretary will send all congratulatory and consolatory cards/notes. The Secretary may appoint a
substitute to attend and take minutes of any meeting.
§ 5.6 Treasurer
The Treasurer shall collect dues and shall deposit them in a bank or banks designated by the Board. She shall make disbursements
as authorized by the Board. She shall keep an accurate record of all receipts and disbursements and prepare an itemized report to be
distributed at each meeting of the Board of Directors.
§ 5.7 Assistants; Other Officers
(a) The Assistant Secretaries and the Assistant Treasurers (if any), respectively, (in the order designated by the Board of Directors
or, lacking such designation, by the President) in the absence of the Secretary or the Treasurer, as the case may be, shall perform the
duties and exercise the powers of such Secretary or Treasurer and shall perform such other duties as the Board of Directors shall
(b) The Board of Directors may appoint such other officers with such others duties as it shall deem appropriate and useful to
the operation of the Corporation.
§ 6.1 Amendments
These By-laws may be altered, amended or repealed or new By-laws may be adopted by the members or by the Board of Directors
at any regular meeting of the members or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-
laws be contained in the notice of such special meeting.
§ 7.1 Indemnification of Officers, Directors, Employees
The Corporation shall indemnify its Directors, officers, employees and agents to the fullest extent permitted by the Revised
Nonstock Corporation Act or other applicable law and the certificate of incorporation. The Corporation shall advance the payment of
legal expenses to a Director, officer, employee or agent in the defense of any claim for which indemnification may be available to the
fullest extent permitted by the Act and other applicable law and the certificate of incorporation.
Encore of New Canaan, Inc. P.O. Box 634, New Canaan, CT 06840