AMENDED AND RESTATED BYLAWS

THE HUNDRED CLUB OF CONNECTICUT, INC.

ARTICLE I;

Section 1.  The name of the corporation shall be “The Hundred Club of Connecticut, Inc.” The corporation is governed by the Connecticut Revised Nonstock Corporation Act, as amended, or replaced from time to time (the “Act”).  

Section 2.  The corporation shall be in Connecticut at a location selected by the Board of Directors.    

Section 3.  The purposes of the corporation are exclusively charitable, as set forth in the Certificate of Incorporation of this corporation, as may be amended from time to time.  In furtherance of its charitable purposes, in addition to all other powers conferred on the corporation by the Certificate of Incorporation, the Act, and applicable law, the corporation may: 

1. Solicit and receive funds and property and invest and reinvest the same.   

2. Disburse said property and any income therefrom or increase thereof, as voluntary, gratuitous and charitable gifts, to help provide for the spouse and dependents of firefighters, CT P.O.S.T.C. certified law enforcement officers and correction officers while in the employ of the State of Connecticut, or while in the employ of any city or town thereof, lose their lives or suffer a catastrophic injury while in the line of duty, as determined by the Board of Directors, including any out of state firefighter working mutual aid assisting a Connecticut city or town or any Federal Law Enforcement Officer/Agent assigned to a Connecticut State Police or Municipal Police Task Force who loses their life in the line of duty while so assigned.  

3. For the purpose of these Bylaws, volunteer firefighters shall be deemed to be in the employ of any city or town thereof, as the case may be.  

4. The amount of each benefit and the recipient thereof shall be in the absolute discretion of the Board of Directors.   

Section 4.  The Board of Directors shall provide a suitable seal for the corporation.  

ARTICLE II - MEMBERS

Section 1.  Persons may be admitted to membership of this corporation upon the approval of the Managing Director on behalf of the Board of Directors and upon the payment of annual dues as herein provided.  

Section 2.  The annual dues to be paid by each member of this corporation shall be 

$250.00 or such other amount, whether greater or lesser, as may from time to time be fixed by a majority of the Board of Directors.   

Section 3.  If any member fails to pay the annual dues after 90 days, his or her membership shall become inactive.   

Section 4.  Membership or any interest in this corporation shall not be assignable by any member nor shall membership or any interest in this corporation pass to any personal representative, heir, or legatee of any deceased member.   

Section 5.  An applicant for membership must be a person of good character and reputation in the community.  The Managing Director may revoke membership, or renewal of membership may be refused, for cause involving public or private activities, whether or not related to the corporation, tending to discredit the character or honor of the member or the corporation.   

Section 6.  There shall be no more than six honorary members to be elected by the Board of Directors, who shall remain as honorary members at the discretion of the Board of Directors.  Honorary members shall have no voting privileges.   

Section 7.  The Board of Directors may, upon application, admit any member of the corporation to a Life Membership who meets the following minimum requirements: 

           a. The member is at least 75 years of age. 

b. The member has held a valid, uninterrupted membership in the corporation for at least 15 years before his or her admission as a Life Member.  

c. The member has paid the corporation the sum of five hundred dollars ($500.00) or such other amount, whether greater or lesser, in lieu of all future dues as approved by the Board of Directors. 

ARTICLE III - MEMBER MEETINGS

The Annual Meeting of the corporation shall be held at such time and place as designated by the President and the Board of Directors. Reasonable notice, in writing, of the time and place of the meeting shall be given to each member of the corporation at their postal address, email address or other means as appears on the membership list.   

ARTICLE IV - BOARD OF DIRECTORS

Section 1.  The Board of Directors shall consist of (a) eight (8) officers of the      corporation; (b) thirteen (13) elected Directors; and (c) past presidents.  Board of Directors and past presidents shall be counted for quorum and entitled to vote as Directors.  The Board shall be self-perpetuating to the extent that the Board elects Directors as set forth in this section.  

(a) The total number of Directors shall be divided into three (3) classes, with each class consisting of one-third of the Board of Directors or as close to one-third as is practical.  The terms of the Directors shall be staggered so that the terms of one such class of Directors shall commence on January 1 each year.  The Board of Directors shall be elected by the Board for a term of three (3) years but, Directors may not succeed themselves. (Revised August 11, 2025). The election of new Directors will be announced to the membership at the Annual Meeting. 

2. The privileges conferred by this section shall be available to the past presidents and may be revoked by a two-thirds vote of the Board of Directors, for cause involving public or private activities, whether or not related to the corporation, tending to discredit the character or honor of the Director or of the corporation. 

3. No more than three (3) Directors on the Board of Directors may be actively employed from each service of law enforcement, firefighter, or correction officer, not to exceed nine (9) Directors. 

Section 2.  All vacancies among the Directors shall be filled by vote of the Board of Directors, upon recommendation of the Nominating Committee, as soon as practical, following the occurrence of such vacancies.  In the event that one or more nominees receive the same number of votes, that directorship shall be filled by a revote. 

Section 3.  The Board of Directors shall: Exercise all corporate power, conduct, manage and control the affairs and properties of the corporation.  They shall receive, use, hold, invest and reinvest funds, gifts, bequests and/or endowments and use the same or the proceeds thereof for the purpose of this corporation and, subject to Article IX, have the power to adopt, amend or repeal any Bylaws not inconsistent with the Certificate of Incorporation or the Act, by a majority vote of said Board of Directors; provided, however, that the Board shall not make or alter any Bylaws fixing the qualification, classification or term of office of any member of the existing Board.  

Section 4.   Regular meetings of the Board of Directors will be held four (4) times each year at such time and place as may be designated by the President in a written notice directed to each Director at their postal address, email address or other means approved by the Board of Directors as it appears in the membership list. A special meeting of the Board of Directors or Executive Committee may be called by the President or by a majority of the Executive Committee. For any special meeting of the Board of Directors or Executive Committee, at least ten (10) days notice, in writing, shall be given showing the time and place of such meeting. Notice of special meetings shall include the purpose or purposes for which called, and no matters other than those stated in such notice shall be considered at any special meeting.  

Section 5.  Meetings of the Board of Directors and the members shall be presided over by the President, or if not present, by a Vice President. 

Section 6.  Except otherwise specifically provided herein, a majority of those members of the Board of Directors present and voting, without a minimum quorum requirement, shall be sufficient for corporate action.  The term “present” shall mean attendance in person, via video or any other technological means.   

(a) At the discretion of the Managing Director, meetings that concern extraordinarily sensitive matters will not have video or technology as an option.   

Section 7.  Any officer or Director who fails to attend three (3) consecutive meetings, having not had an excused absence approved by the Managing Director, shall cease to hold office after a majority vote of the Board at the fourth (4th) meeting.  At its next meeting, whether regular or special, the Board shall either elect a successor to serve the balance of the vacant term or reinstate the officer or Director.  

Section 8.  The Board of Directors may, at its discretion, recognize noteworthy contributors to The Hundred Club by extending the position of Director Emeritus.  Said person so nominated must be elected by at least a two-thirds majority of voting Directors.  A Director Emeritus shall enjoy all the rights, privileges and responsibilities of all other Directors and shall be governed by all provisions of the Bylaws of the corporation and shall hold said position unless revoked by a two-thirds vote of the Board of Directors.  

ARTICLE V - STANDING COMMITTEES

Section 1.  The corporation shall have four (4) Standing Committees, members having been selected and approved by the Board of Directors.  The following are the Standing Committees of the Board of Directors: 

(a) There shall be an Executive Committee that consists of the President, Managing Director and the three (3) Vice-Presidents plus three (3) Past Presidents who will be nominated each year by the Nominating Committee to serve a one-year term with the option of repeating one (1) additional term.  Any action taken by this committee is subject to full review and approval by the Board of Directors.  The Executive Committee acts in accordance with the Bylaws to maximize the efficiency of the Hundred Club.  The Executive Committee’s main purpose is to handle urgent matters that require consideration outside of regular board meetings. 

(b) There shall be a Nominating Committee consisting of five (5) members, who shall be past presidents.  In addition, the Managing Director shall be a non-voting ex-officio member of the Nominating Committee.  The current members of the Nominating Committee, as of January 1, 2024, will serve a three (3) year term with the option of serving one additional three (3) year term. The Chair of the Nominating Committee will be chosen by the members of the Nominating Committee. If a member is no longer able to serve, the Chair of the Nominating Committee will recommend a replacement to the Board of Directors.  The Nominating Committee annually will compile a list of candidates from the membership for election to fill the vacancies that exist in the ranks of the officers and Directors of the Board.  Any member may submit a name to the Managing Director or the Chair of the Nominating Committee for consideration to fill a vacancy. Such Nominating Committee will review all names submitted and make a recommendation to the Board of Directors for election prior to the Annual Meeting.  When there is a vacancy for the position of Managing Director, the Nominating Committee will interview candidates and select one to be presented to the Board of Directors for approval. If an officer and/or Director wishes to apply for the position of Managing Director, he/she shall resign from their current office prior to consideration.  

(c) There shall be a Finance Committee.  The Chair of the Finance Committee is nominated by the President to the Board of Directors for a three-year term. The Chair may serve multiple terms and will assist the President and Managing Director in selecting members of the Finance Committee annually.  The Chair’s duties and responsibilities include, but are not limited to, working with the Managing Director to formulate an annual budget which will be presented to the Finance Committee and ultimately to the Board of Directors for approval; reviewing the balance sheet monthly and report to the Board of Directors quarterly on the financial status of the corporation; working with the Managing Director and staff on the yearly audit and report said audit results back to the Board of Directors; being an authorized signer of the corporation’s checking account and investment accounts; consulting with the Managing Director to determine if additional signatories are needed. Checks greater than $20,000 require a second signature (except for scholarship checks, which the Managing Director can sign up to $40,000). 

(d) There shall be a Special Assistance Committee.  The Chair shall be nominated by the President for a one-year term and approved by the Board of Directors. The Special Assistance Committee shall investigate and make its reports and recommendations to the Board of Directors concerning appropriate payments to those qualified to receive assistance from the corporation’s funds as provided in Section 1.3 of these Bylaws.  The committee may authorize payments between meetings of the Board of Directors up to an amount which the Board of Directors may generally limit by resolution from time to time.  The Special Assistance Committee may authorize its Chair and the Managing Director to act jointly on their behalf for routine matters.  

ARTICLE VI - AD HOC COMMITTEES

Section 1.  The President, in consultation with the Managing Director, may create ad hoc committees for approval by the Board of Directors.  The Board of Directors may, at its discretion, authorize that one or more seats on any such committee be filled by a member of the corporation; except that no such member may chair any ad hoc committee.  

Section 2.  An ad hoc committee may advise, recommend, investigate, and report to the Board or to the officers of the corporation on such matters as may be assigned to it, but shall not exercise the power or authority of the Board, unless specifically authorized by the Board of Directors.  

ARTICLE VII - OFFICERS

Section 1.  The officers of this corporation shall consist of a President, three (3) Vice Presidents, a Treasurer, an Assistant Treasurer, a Secretary, and a Managing Director.  All officers shall be elected annually by the Board of Directors at the same meeting at which the new Directors are elected.  All officers and Directors will begin their terms of office on January 1st of each year.   

Section 2.  All officers and Directors shall be dues-paying or paid Life Members of the corporation. 

Section 3.  All vacancies among the officers shall be filled, as soon as possible, by vote of the Board of Directors, upon recommendation of the Nominating Committee.   

Section 4.  (a) President. The President shall serve a one-year term and may be renominated for a second-year term by the Nominating Committee.  The Nominating Committee will then advance the nominee for a full vote from the Board of Directors.  The President shall preside at all meetings of the Board of Directors and the Annual Meeting. It shall be the duty of the President to promote and advance the high ideals of the corporation; to perform such other duties as shall be assigned to him or her by the Board of Directors from time to time; to authorize and appoint special Ad Hoc Committees as may be required; and to be a non-voting member ex-officio of all committees except the Nominating Committee.  

(b) Vice Presidents.  In the absence of the President, the First Vice President shall assume the duties and responsibilities of the Presidency.  In the absence from any meeting of the President and First Vice President, the Second Vice-President or Third Vice President shall have all powers and prerogatives of the President.   

(c) Treasurer.  The Treasurer shall be a member of the Finance Committee whose duties and responsibilities are outlined in Article V Section C. 

(d) Assistant Treasurer.  In the absence of the Treasurer, the Assistant Treasurer shall fill the vacancy of the Treasurer.  

(e) Secretary.  It shall be the duty of the Secretary to perform such secretarial duties as may be directed by the President, Managing Director, or the Board of Directors.   

(f) Managing Director.  The Managing Director is an officer of the corporation with full voting rights and reports to the Board of Directors.  Duties include but are not limited to performing, subject to the control of the Board of Directors, such responsibilities in the management of the property and affairs of the corporation, being an authorized signer on all bank and investments accounts and being authorized to add additional accounts as necessary. The Managing Director is authorized to sign all contracts and is authorized to hire staff as required and manage day-to-day affairs of the corporation.  The Managing Director is a member of all committees. 

ARTICLE VIII - AMENDMENTS

The Bylaws of this corporation may be adopted, amended, or repealed by the affirmative vote of a majority of the voting members of the Board of Directors of the corporation in attendance at a duly constituted meeting of the Board of Directors called with notice containing an accurate description of the proposed amendment.  Changes to the Bylaws shall take effect as soon as approved by the Board of Directors.  

ARTICLE IX - DISSOLUTION

This corporation shall use its assets only to accomplish the object and purposes specified in Article I hereof, and no part of said assets shall inure, or be distributed to the members of this organization.  Following appropriate action by the Board of Directors, on dissolution, the assets of the corporation shall be distributed to one or more regularly organized qualified charitable organizations to be selected by the Board of Directors, such assets to be used for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code as the same may be amended from time to time, as outlined in Section 8 of the Amended and Restated Certificate of Incorporation. 

Before said distribution of the corporate funds, the Board of Directors will make arrangements for payment of all liabilities of the corporation as required by Connecticut General Statutes.