Connecticut Community Foundation Inc.

“Membership elects trustees”

“As provided in 33-1055 of the act, the corporation shall be a membership corporation. The corporation shall have one class of members called "members." the members shall have the right to elect the members of the board of trustees of the corporation, and such other rights,privileges and powers as are afforded to voting members of a connecticut nonstock corporation under the certificate of incorporation, these by-laws, and the act. In order to qualify as a member, a member of the corporation shall meet any of the following requirements: (a) an individual, who is a fund founder and maintains a certain minimum in his or her fund as of the beginning of the foundation's fiscal year, and such individual's spouse; (b) an individual, who has included the foundation as a beneficiary in a planned gift or will and has agreed to be a legacy society member with the foundation; (c) an individual holding a position described in the fund agreement or other document as the representative for funds established by corporations or organizations that maintain a minimum in their funds as of the beginning of the foundation's fiscal year; (d) an individual who contributes, in a given year, an amount equal to that required for the establishment of a permanent fund to one or more permanent funds in a given year ,and such individual's spouse; or (e) any current or former trustee of the foundation. (f) all other members, not included in (a-e) above, as of the effective date ofthese by-laws”

“Section 8, article 2: voting rights and requirements- each member of the corporation shall be entitled to one (1) vote on each matter submitted to members for action. Member action on any matter whatsoever shall require the affirmative vote of a majority of the members of the corporation present at a meeting at which there is a quorum, except that the following matters (referred to herein as the "fundamental member matters") shall require the affirmative vote of two-thirds (2/3) of the members present at a meeting at which there is a quorum: (a) the removal of a trustee with cause under section 5 of article iii; (b) the dissolution and liquidation of the corporation under section 2 of article vii; (c) the amendment of these by-laws under section 4 of article viii; provided, however, that the amendment relates to any change in the definition of the qualifications required to be a member in this corporation pursuant to section 1(a-e) of this article ii and to any provision relating to a member's rights and duties under article ii and article iii of these by-laws; (d) the amendment of the certificate of incorporation under section 6 of article viii; and (e) any merger of the corporation with or into any other corporation or entity in which the corporation is not the surviving entity. Section 9 - proxies. Voting by proxy shall not be permitted at any meeting of the members. Section 10 - consents. Members shall not be permitted to vote by written consent.”

“The 990 is reviewed and approved by the audit committee then distributed to the board of trustees for review prior to filing.”

“Each staff member and volunteer shall complete a conflict of interest/duality of interest disclosure statement when beginning service with the foundation and annually thereafter. The statement will be filed with the president & ceo of the foundation. The statement includes a list of principal business activities, as well as, involvement with other charitable and business organizations, vendors, or business interests, or with any other associations that might produce a conflict of interest. When a volunteer or staff is to decide upon an issue about which a volunteer or staff member has an unavoidable conflict of interest, that person shall physically absent herself/himself without comment from not only the vote, but also from the deliberation, unless directly requested by the chair of the board or relevant committee chair to provide factual information or answer factual questions that may assist the board or committee in making a wise decision. In no case shall that person vote on such matter or attempt to exert personal influence in connection with the vote. Disclosure and abstention shall be recorded in the minutes of the meeting at which the issue is discussed and decided.”

“The board of trustees shall annually review the salary and benefit structure for the president & ceo. The president & ceo is authorized to establish the salaries and benefit structure for all other employees. Trustees shall not receive any compensation for their services as trustees. The president & ceo annually recommends total compensation including all benefits and contingency funds for salary increases and bonuses for employees to the board of trustees as part of the operating budget approval process. At least every two years, the president & ceo shall periodically review comparable compensation data for all staff members and report findings to the executive committee. The data may include but is not limited to community foundation surveys nationwide, chambers of commerce and local united ways.”

“Copies may be requested by mail, e-mail, or original documents may be viewed at the foundation office.”

“There have been no changes from the prior year”