meeting, a majority of the members in attendance thereat shall, subject to conflicting provisions of these by-laws, decide any question brought before such meeting. Section 5. Reimbursement and Indemnification of Directors and Officers. Each director and officer, whether or not then in office, shall be and by virtue of the enactment of this by-law is hereby indemnified by the corporation against the reasonable expenses, costs and counsel fees incurred by him in the defense of any action, suit or proceeding in which he shall have been sued by reason of any act or omission to act as a director or officer of the corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer; and also against any amount paid and expenses incurred in connection with reasonable settlements (other than amounts paid to the corporation itself) made solely with a view to curtailment of costs of litigation. The foregoing right of indemnification shall not be exclusive of other rights to which such director or officer may be entitled as a matter of law. ARTICLE V. EXECUTIVE COMMITTEE The board of directors may be majority vote elect from its own number an executive committee of not less than one-third of the full number of the board nor less than five (5) directors, to hold office while they are directors until the first meeting of the board of directors held after the next annual meeting of the stockholders and members entitled to elect directors, or any special meeting of such stockholders and members held in place thereof, and until their successors are chosen and have qualified. All vancancies in the committee shall be filled by a majority vote of the board of directors except that, for a specific meeting, the president, or in his absence, the secretary, shall have power to make temporary appointments to fill such vacancies. The executive committee shall be vested with all the powers of the board of directors when such board is not in session. A majority of the executive committee shall constitute a quorum for the transaction of business except in the exercise of those powers enumerated in Section 3 of the charter, sub-sections a) thru f), when unanimous approval of the full membership of the executive committee shall be required for such exercise; but a less number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. The executive committee may make rules not inconsistent herewith for the holding and conduct of its meetings, which may be held either within or without the State of Connecticut. The president shall be ex officio a member of the executive committee, shall preside at, and shall call such meetings as he may deem necessary. Minutes of the meetings of the executive committee shall be distributed to the board of directors. ARTICLE VI. WAIVER OF NOTICE Notice of the time, place and purpose of any meeting of the stockholders, stockholders and members, board of directors or executive committee may be waived in writing by any stockholder, member, director or member of the executive committee, either before or after such meetings; and attendance in person, or, in case of a meeting of the stockholders or of the stockholders and members, by proxy, at any meeting of the stockholders, stockholders and members, the board of directors or executive committee shall be equivalent to having waived notice thereof. ARTICLE VII. OFFICERS AND AGENTS The officers of the corporation shall consist of a president, a vice president, a treasurer, an assistant treasurer, a secretary, and such other officers as the board of directors in its discretion may appoint. The officers of the corporation shall be elected annually by the board of directors after its election. The officers need not be stockholders. So far as is permitted by law, any two or more offices may be filled by the same person. Subject to the other provisions of these by-laws, each officer shall hold office until his successor is elected and has qualified. ARTICLE VIII. POWERS AND DUTIES OF OFFICERS Section 1. President The President shall preside at all meetings of the stockholders, members and directors; shall have general superintendence and direction of all the other officers of the corporation; shall make reports to the board of directors and stockholders; and shall see that all orders and resolutions of the board of directors and of the executive committee are carried into effect. Section 2. Vice president. The vice president shall have such powers as the board of directors shall from time to time designate, and shall, unless the board of directors shall otherwise order, have the powers and duties of the president during the absence or disability of the president. Section 3. Secretary. The secretary shall keep an accurate record of the proceedings of all meetings of the stockholders and of the stockholders and members and of the board of directors and of the executive committee in books provided for the purpose. He shall record all votes of the corporation and shall keep such other records and conduct such correspondence for the corporation and shall make such reports as the board of directors may require. He shall have custody of the seal of the corporation. Section 4. Treasurer and assistant treasurer. The treasurer shall, subject to the direction and under the supervision of the board of directors, have the care and custody of the funds and valuable papers of the corporation, except his own bond, and he shall have power to endorse for deposit or collection all notes, checks, drafts and similar documents, payable to the corporation or its order. He shall not deposit any funds of the corporation in any banking institution unless such institution has been designated as a depository by a vote of the majority of the directors, exclusive of any director who is an officer or director of the depository so designated. He shall keep, or cause to be kept, regular books of account embracing an accurate record of the receipts and disbursements, assets and liabilities, which shall be the property of the corporation. He shall render to the president and the board of directors from time to time as may be required of him, an account of all his transactions as treasurer and of the financial condition of the corporation in accordance with accepted principles of accounting. He shall, if required by the board of directors, give bond in such form, in such sum, and with such sureties as it may require. The assistant treasurer shall have such powers as the board of directors shall from time to time designate. Section 5. General powers. Each officer shall, subject to these by-laws, have, in addition to the powers and duties herein set forth, such duties and powers as are commonly incident to his office, and such duties and powers as the board of directors shall from time to time designate. ARTICLE IX. REMOVALS AND VACANCIES Section 1. Removal of officers. Subject to conflicting provisions of the charter or of the by-laws, the board of directors, at any meeting called for the purpose, by a majority vote of the whole board then in office, may remove from office, with or without cause, any officer of the corporation and elect or appoint his successor, and fill any vacancy in the office of any officer from whatever cause resulting. Section 2. Removal and vacancies of directors representing members. Subject to conflicting provisions of the charter or of the by-laws, the members of the corporation, at any meeting called for the purpose, by a majority of the votes to which said members shall be entitled, may remove from office, with or without cause, any director representing said members and elect or appoint his successor, and fill any vacancy in the office of a director representing said members from whatever cause resulting. Section 3. Removal and vacancies of directors representing the stockholders. Subject to conflicting provisions of the charter or of the by-laws, the stockholders, at any meeting called for the purpose, by a majority of all the stock issued and outstanding as shown by the books of the corporation, and entitled to vote, present in person or by proxy, may remove from office with or without cause, any director representing the stockholders and elect or appoint his successor and fill any vacancy in the office of a director representing the stockholders from whatever cause resulting. Section 1. Capital stock. ARTICLE X. CAPITAL STOCK At least a majority of the capital stock shall at all times be held by residents of the State of Connecticut or by persons, firms or corporations engaged in doing business therein. Section 2. Certificates of stock. Each stockholder shall be entitled to a certificate of the capital stock of the corporation owned by him and in such form as shall, in conformity to law, be prescribed from time to time by the board of directors. Such certificates shall be signed by the president or vice president and by the secretary or treasurer. case such certificate is signed by a transfer agent or registrar, such signatures and the corporate seal may be facsimile, engraved or printed. Section 3. Transfer of shares of stock. In Subject to the restrictions, if any, imposed by law, the charter or by-laws, title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign or transfer the same, or the shares represented thereby properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, and, except only as may be required by law, may in all respects be treated by the corporation as the exclusive owner thereof. It shall be the duty of every stockholder to notify the corporation of his post office address. A stockholder desiring to transfer stock shall inform the secretary in advance if the proposed transferee is not a resident of the State of Connecticut or is not engaged in doing business in the State of Connecticut; and the proposed transfer shall not be allowed or registered upon the books of the corporation if to do so would violate the provisions of Section 1 of this article. Section 4. Loss of certificates. In case of the alleged loss or destruction, or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the board of directors may prescribe. Section 5. Transfer books. The board of directors shall have power to close the stock transfer books of this corporation for a period not exceeding thirty (30) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or for a period not exceeding thirty (30) days in connection with obtaining the consent of the stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date not exceeding thirty (30) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote, at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of this corporation after any such record date fixed as aforesaid. Section 6. Transfer agent The board of directors shall have the right from time to time to appoint one or more transfer agents and/or one or more registrars for any class or classes of stock that may from time to time be authorized or issued, to provide that stock certificates shall not be valid unless countersigned by any such transfer agent or transfer agents and/or registered by such registrar or registrars, and to give such transfer agent or transfer agents and/or such registrar or registrars such powers and authority as may from time to time be deemed necessary or advisable. ARTICLE XI. MEMBERSHIP Subject to the provisions of Section 6 of the charter, membership in the corporation shall be requested by application to the board of directors and shall become effective upon the acceptance of such application by said board. The secretary shall notify each member upon the acceptance of its application. The board of directors shall determine the forms of agreement under which financial institutions, as referred to in the charter, shall become members. Upon written notice given 60 days in advance, a member of the corporation may withdraw from such membership at the expiration date of such notice, and after said expiration date shall cease to exercise any of the powers and privileges incidental to such membership and shall be free of any obligations in connection therewith except those obligations which shall have accrued or for which commitments have been made prior to said expiration date. ARTICLE XII. EXECUTION OF PAPERS Except as the board of directors may generally or in particular cases authorize the executive thereof in some other manner, (1) all conveyances of real estate and leases shall be signed by the president or vice president and by the secretary or treasurer; (2) all obligations for payment of money and all evidences of debt payable at a future time, including checks and drafts, made or endorsed by the corporation, except when endorsed for deposit or collection, and including acceptances, notes and bonds, shall be signed by the treasurer or assistant treasurer and countersigned by the president or vice president; (3) no person holding more than one office in the corporation may sign, countersign or execute any paper in the capacity of more than one office so held in cases where two signatures are required. ARTICLE XIII. LOANS The corporation shall lend money only when credit is not elsewhere readily available. Before granting any loan, the board of directors or the executive committee shall endeavor, so far as is reasonably possible, to ascertain that the first opportunity to grant such loan has been given to banking or financing institutions within the State of Connecticut which may desire such loans generally in the course of their business. The board of directors shall have the power to determine the terms and conditions of all loans by the corporation and all investments of the corporation's funds. ARTICLE XIV. SEAL The seal of the corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the words: "The Connecticut Development Credit Corporation, Chartered 1953" cut or engraved thereon. ARTICLE XV. FISCAL YEAR Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall be the calendar year. ARTICLE XVI. AMENDMENTS These by-laws may be amended, altered or repealed by a vote of at least twothirds of the stock outstanding, represented in person or by proxy, together with the approval of two-thirds of the members of the corporation, represented in person or by proxy, at any annual or special meeting; provided, however, that the written notice of the meeting shall contain a statement of the proposed amendment or action to be taken. A true copy. PAUL V. HAYDEN, Secretary. 47608-59-13 |