The following By-Laws were adopted by unanimous vote of the Members of the Board of Directors of this Council at the Board of Directors Meeting on May 18, 1995 at New Haven, Connecticut.

ARTICLE I

NAME

             The name of this organization shall be The Connecticut Council for Divorce Mediation and Collaborative Practice  [Top of Page]

ARTICLE II

PURPOSE

             The Council seeks to promote non-adversarial approaches to resolving divorce and other family issues. The Council shall strive to establish and preserve the highest standards of practice and integrity for its members, shall encourage and facilitate continuing professional education, and shall promote awareness and use of mediation, collaborative practice and other non-adversarial approaches to resolving family disputes. [Top of Page]

ARTICLE III

ORGANIZATION

  A.  Incorporation: If the Board of Directors decides that this Council shall be incorporated, this Council shall be a non-profit corporation organized under the laws of the State of Connecticut.  If this Corporation shall be dissolved at any time, no part of its funds or property shall be distributed to, or among its members, but, after payment of all indebtedness of the corporation, its surplus funds and properties shall be used for education and research, in a manner that the governing body of the Council may determine, consistent with any applicable Federal and/or State regulations and statutes currently in existence, or as modified and amended in the future, relating to not-for-profit corporations.

  B. Offices: The registered office of this Council shall be located in the State of Connecticut.

  C. Membership: Membership in this Council shall be of multiple classes, as from time to time defined by the Board of Directors of this Council. [Top of Page]

Article IV

GOVERNING BODIES

  A. Legislative Body: (Board of Directors) This Council will be governed by a Board of Directors of not less than seven (7), nor more than twenty (20) individuals.  Each such Director shall be a person of legal age and shall hold office for the term for which he or she is elected, or until his or her successor shall have been elected and shall qualify, or until his or her death, resignation or removal, as hereinafter provided.  The Board of Directors will operate in the following manner, to-wit:

  1. Meetings: The Board will have no less than two (2) meetings per calendar year, one of which may be at the Annual Meeting of this Council.  At such meetings, the President of the Council shall preside, and, if he or she is absent, the President-Elect shall preside. In the event of the absence of both the President and the President-Elect, a chairman will be elected by a majority of the Directors present for such meeting.  The duly elected Secretary will take minutes of such meeting and, in the absence of such Secretary, the Chairperson of said meeting will designate a Secretary, for the purpose of taking minutes of the meeting.

  2. Quorum: A Quorum will constitute not less than one-third of the total Directors of this Council.  A majority of those Directors present and constituting a quorum may conduct the business of the meeting.  In the absence of a quorum, the meeting will be adjourned until a quorum can be had.

  3. Proxies: Proxies shall not be allowed.

  4. Notice of Regular Meetings: Fourteen (14) days written or telephoned or faxed notice of a Regular Meeting of the Board of Directors shall be given to each member of the Board.  Such notice will indicate the time, place and agenda of such meeting.  Notice shall be waived as to any Director present at such meeting.

  5. Special Meetings: A special meeting of the Board of Directors may be called by the President, or by any number of Directors constituting one-third of the total number of Directors then in office.  Such notice shall be served upon each Director by mail, or by telephone, or FAX or in person, at least three (3) days prior to the day such Special Meeting.  Such notice will indicate the item, place and agenda of such meeting.

  6. Removal: When a majority of the total number of Directors, at a special meeting called for such purpose, find reasonable cause for the removal of any Director, said Director may be removed, and the vacancy of the Board of Directors caused by such removal shall be filled in a manner indicated elsewhere herein.  Any Director subject to removal proceedings shall have reasonable notice of such special meeting, and may attend said special meeting and offer his/her testimony and documentation pertaining to the matter at hand. "Cause” for the purpose of this paragraph, may include, but not be limited to, the missing of two consecutive Board Meetings.

  7. Resignation: Any director of this Council may resign at any time, by giving written notice of the President, or to the Secretary of this Council.  The resignation of any Director shall take effect at the time, if any, specific therein, or, if no time is specified, upon receipt thereof by the officer of this Council to whom such written notice is given, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

  8. Vacancies: Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of directors, or for any other cause, may be filled by a two-thirds vote of those Directors present at a meeting properly convened for such purpose, and each Director so chosen will immediately take office for the balance of the parting Director's term.  Such new Director will be eligible to be nominated for a position on the Board of Directors for the next subsequent term, in such instance.

  9. Election to Board of Directors: The Board of Directors, or its duly appointed Nominating Committee, will make the following determinations relative to any such election, to wit: (a) the number of Directors to be elected; (b) when the term of office will commence, and it's duration; eligibility requirements to be a candidate; (d) the nomination process and method of selection of candidates; (e) the method of publication of the identity of candidates and their credentials for office; (f) which members of the Council are eligible to vote for such candidates; (g) the content of the ballot, the method of casting such ballot, and the time frame during which such ballots may be cast; (h) the method of counting and (i) any other matters germane to the selection of candidates, the conduct of the election and the installation of such elected Directors. [Top of Page]

ARTICLE  V
OFFICERS

  A. Election, Term of Office and Qualifications: The following will apply to the election and service of officers of this Council, to-wit:

  1. Membership in Council: All officers of this Council, as well as Directors thereof, will be, in good standing, to be eligible for nomination.

  2. Annual Election: A majority of any validly constituted quorum of the Board of Directors, at the Annual Meeting of the Council, will elect the officers of this Council.

  3. Nominating Committee: A Nominating Committee, appointed by the President of the Council, will submit, at the meeting of the Board of Directors, a slate of candidates for each office. At such meeting, the members of the Board will be afforded a further opportunity to nominate additional candidates for any such office.

  4. Secret Ballot: All voting for each of the offices of this Council shall be secret ballot.

   5. Term of Office: Each officer duly elected at said Annual Board Meeting will serve until the next annual election of officers, and until his or her successor shall have been duly elected and qualified, unless prior to death, resignation or removal has occurred.

  6. Officers from Board: No member of the Council may be nominated or elected as an Officer of the Council unless he or she is a bona fide member of the Board of Directors of the Council.  The President Elect will automatically become President of the Council of each Annual Board Meeting for election of officers.  Except for the first election, no member of the Board of Directors is eligible to be elected as President Elect unless he/she has served one full year as a member of the Board of Director.

  7. Resignation: Any officer may resign at any time by giving written notice of his or her resignation to the President, or to the Secretary of this Council.  Any such resignation shall take effect at the time, if any, specified in such notice, and if not time is specified therein, upon receipt of said Notice by the President or Secretary; and unless otherwise specified therein. the acceptance of such resignation shall not be necessary to make it effective.

  8. Removal: When a majority of the total number of Directors, at a special meeting called for such purpose, find reasonable cause for the removal of any officer, said officer may be removed, and the vacancy of the Board of Directors caused by such removal shall be filled in a manner indicated elsewhere herein.  Any Director subject to removal proceedings shall have reasonable notice of such special meeting, and may attend said special meeting and offer his/her testimony and documentation pertaining to the matter at hand. "Cause" for the purpose of this paragraph, may include, but not be limited to, the missing of two consecutive Board Meetings.

  9. Vacancies: Any vacancy in any office because of death, resignation, removal or for any other cause, shall filled for the unexpired portion of the term by a two-third vote of those Directors present at a special meeting called for such purpose, and each officer so chosen will immediately take office for the balance of the parting officer's term.

  10. Duties of the President: The President shall be the Chief Executive Officer of this Council, and shall have general active management of the business of this Council; shall when present, preside at all meetings of the Board of Directors and at all meetings of the Executive Committee, if any, shall see that all orders and resolutions of the Board of Directors are carried into effect in a manner consistent with the wishes of the Board of Directors, or the Executive Committee, where appropriate; may execute and deliver in the name of the Council (except in cases in which such execution and delivery shall be expressly delegated by the Directors or these by-laws to some other officer or agent of this Council, or shall be required by law to be otherwise executed and delivered) any deeds, mortgages, bonds, contracts, other instruments pertaining to the business of this Council, including without limitation any instruments necessary or appropriate enable this Council to donate to or for the account of such Councils, associations, trusts, foundations and instruments as are referred to or described in the Articles of Incorporation of this Council, and as this Council was organized to support, shall perform such other duties as may be from time to time prescribed by the Board of Directors, and, in general, shall perform all duties usually incident to the office of the President.

  11. President Elect:  The President-Elect shall have such power and shall perform such duties as may be prescribed by the Board of Directors or by the President.  In the event of absence or disability of the President, the President-Elect shall succeed to his/her powers and duties.  The President-Elect shall automatically assume the Presidency at the conclusion of the proceeding President's term of office.

  12. Secretary: The Secretary, or anyone appointed by the Chair as Secretary in the Secretary's absence, shall record proceedings of all meetings of the Board of Directors and of all meetings of the Executive Committee, if any; shall keep, or cause to be kept, a register of the names and addresses of all members of this Council; shall at all time keep on file a complete copy of the Articles of Incorporation and all amendments and restatements thereof, and a complete copy of these by-laws and all amendments and restatements hereof, shall, when directed to do so, give proper notice of meetings of the Board of Directors and meetings of the Executive Committee, if any, shall perform such other duties as may from time to time prescribed by the Board of Directors or by the President, and, in general, shall perform all duties usually incident to the office of the Secretary.

  13. The Treasurer: The Treasurer, or an Assistant Treasurer, or the Executive Director of the Council, shall keep, or cause to be kept, accurate accounts of all monies of this Council received or disbursed; shall deposit all monies, drafts and checks in the name of, and to the credit of this Council, in such banks and depositories as a majority of the Board of Directors shall from time to time designate; shall have power to endorse for deposit all notes, checks and drafts received by this Council shall disburse the funds of this Council as ordered to the Board of Directors, making proper vouchers therefore; shall render to the President and the Directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of this Council; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President, and, in general, shall perform all duties usually incident to the office of the Treasurer.

  14. Agents and Employees: This Council may have such other agents and employees as may be deemed necessary by the Board of Directors.  Such other agents and employees shall be appointed in such manner, have such duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.

   15.  Personal Liability: The members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation.  All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation. [Top of Page]

ARTICLE VI

EXECUTIVE COMMITTEE

 A. Members of the Executive Committee: The President, Immediate Past-President, President-Elect, Secretary and Treasurer of this Council will constitute an "Executive Committee" of the Board of Directors.

  B. Power: Except for the power to amend the Articles of Incorporation and the by-laws of this Council, which power is expressly reserved solely to the Board of Directors of this Council, as herein provided, the Executive Committee shall have all of the powers and authority of the Board of Directors of this Council in the management of the property, business and affairs of this Council in the intervals between meetings of the Board of Directors, subject always to the direction and control of the Board of Directors.

  C. Meetings: The Executive Committee may hold regular or other periodic meetings as its members see fit.  The business of the Executive Committee need not necessarily be conducted in face to face meetings, but may be conducted in writing, or in telephone conference calls, as the Executive Committee see fit.  The Executive Committee will inform all of the members of the Board of Directors, within a reasonable time, of actions taken by said Executive Committee.

  D. Quorum and Manner of Acting: Not less than three (3) members of the Executive Committee will constitute a quorum of that committee, and no less than three (3) affirmative votes will be required of the Executive Committee for it to transact business. [Top of Page]

ARTICLE VII

FINANCIAL MATTERS

  A. Books and Records: The Board of Directors of this Council shall cause to be kept records of all proceedings of the Board of Directors and the Executive Committee, and such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.  The Board of Directors shall cause all such records and financial statements of this registered office of this Council, or with the current President, Secretary, or Treasurer of the Council, as the Board of Directors deems appropriate.

  B. Accounting system and Audit: The Board of Directors shall cause to be established and maintained, in accordance with generally accepted accounting principles applied on a consistent basis an appropriate accounting system for this Council.  The Board of Directors may cause the records and books of account of this Council to be audited at least once in each fiscal year, and at such other times as it may deem necessary or appropriate, and may retain such person or firm for such purposes as it may deem appropriate.

  C. Compensation: The Board, or its designee, to the extent authorized, may, at any time and from time to time, by resolution adopted by two-thirds of the total number of directors, provide for the payment of compensation to, and for the payment or reimbursement of expenses incurred by any director, officer, agent or employee of this Council, for personal services rendered to this Council, or for any expenses necessarily paid or incurred by any such director, officer, agent or employee, but only if and to the extent that the performance of such service or the incurrence of such expenses is directly in furtherance of the charitable purposes of this Council, and the compensation or the amount of expenses paid or reimbursed, as the case may be, is reasonable and not excessive.

  D. Fiscal Year: The fiscal year of the Council shall be determined by the Board of Directors.

  E. Checks, Drafts and Other Matters: All checks, draft or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of this Council shall be signed by such officer, agent or agents, employees or employees of this Council, and in such manner as may from time to time be determined by resolution of the Board of Directors.

  F.  Dues:  Board of Directors may from time to time establish and amend a structure for membership dues.
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ARTICLE VIII

STANDARDS OF PRACTICE AND PRINCIPLES OF ETHICS

             The Council may promulgate and publish its Standards of Practice for Family and Divorce Mediation and its Principles of Ethics, all of which will govern all matters relating to membership in the Council and the conduct of all Council members as divorce and family mediators. [Top of Page]

ARTICLE IX

AMENDMENTS TO THESE BY-LAWS

             The Board of Directors may amend this Council's Article of Incorporation and these by-laws to include or omit any provision which could lawfully be included or omitted at the time such amendment is adopted.  Such amendments or revisions may be voted upon at a single meeting of the Board of Directors, and be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less that two-thirds of the total number of directors of this Council, or such amendments and revisions may be adopted in a written document signed by all of the Directors of this Council, without the necessity of a formal meeting of the Board of Directors. [Top of Page]

ARTICLE X

ANNUAL MEETINGS

  A. Time and Place: Annual meetings will be held once per calendar year.  The site will be selected by a vote of the Board of Directors.  The sites of the Annual Meetings will be in geographic locations that best serve the needs of the Council and its membership.  The Annual Meetings will be time in order to accommodate the Council timetable as to election of its Officers and Directors.

  B. Board of Directors Meetings: At each Annual Meeting, there may be a meeting of the Board of Directors, for the dual purpose of installing newly elected Officers and Directors of the Council, and for the transaction of such other business as shall come before the meeting Members of the Council, in good standing, may attend all Board Meetings, unless the Chair at such meeting, declares the meeting, or portions thereof, to be in "Executive Session."

  C. General Membership Meeting: In conjunction with the Annual Meeting and election of Officers and Directors, there may be a general meeting of all members of the Council who wish to attend, and an extended conference, for the purpose of presentation of lectures, workshops and other educational features.  Any member of the Council may attend such membership meeting and conference. [Top of Page]

ARTICLE XI

NON-DISCRIMINATORY PRACTICES

             The Council shall not discriminate against an applicant or member, in any way, because of that individual's race, religion. color, sex, national origin, marital status or age.

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