(updated 2022)

Article I

NAME

The name of the Corporation shall be Encore Club of New Canaan, Inc.

Article II

OBJECT

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

purposes.

Article III

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.

ARTICLE IV

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

deemed advisable.

(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

for members.

(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.

Article V

OFFICERS

§ 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

prescribe.

(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.

Article VI

AMENDMENTS

§ 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.

Article VII

INDEMNIFICATION

§ 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.