BY-LAWS

NATURAL RESOURCES COUNCIL OF CONNECTICUT, INC.

ARTICLE I - NAME

The name of this corporation shall be the Natural Resources Council of Connecticut, Inc.

ARTICLE II - OBJECTS

a.     Especially for the education and scientific purposes as defined in section 501 (c)(3) of the Internal Revenue Code of 1954 or subsequent thereof; and

b.     To provide a forum for discussion of the scientific, technical, and educational aspects of conservation of Connecticut's natural resources; more particularly, its air, water, forests and woodlands, soil, minerals, wetlands, open space, fish and wildlife, as seems most beneficial to the citizens of this State.

c.     To disseminate educational and informational material pertaining to conservation to Council membership and for public consumption.

d.     To develop an appreciation among the general public of the value resulting from the practicing conservation of natural resources; and to encourage local, state, and national policy along constructive lines on these matters.

e.     For the purposes above specified to receive donations; to receive, manage, take and hold real and personal property, by gift, grant, devise or bequest; to invest, reinvest and do all other acts necessary to create and mange funds to be used for the purpose set forth in paragraph (a) hereof.

f.     To do everything and anything reasonable and lawfully necessary, proper, suitable, or convenient for the achievement of the purposes above stated, or for any of them or for the furtherance of the said purposes.

ARTICLE III - MEMBERS

Any state or local organization, or governmental agency, or any national association, having affiliated groups or chapters within the State of Connecticut or any corporation, un-incorporated association, or corporation of any other state, profit, or non-profit, or any person actively interested in the objectives as set forth in Article II may become a member of the Natural Resources Council of Connecticut, Inc., upon payment of the prescribed membership dues.

ARTICLE IV - VOTE

Members of the Council shall each have one vote. There shall be no voting by proxy.

ARTICLE V - DUES AND CONTRIBUTIONS

The dues shall be determined annually by the Board of Directors and are payable January 1st of each year.

ARTICLE VI - MEETINGS

The annual Meeting of the Council shall be held each year at a date and place to be fixed by the Board of Directors.

Special meetings of the Council may be called at any time by the President or shall be called at the written request of five members.

Not less than a week's notice shall be given to the members of any regular or special meeting, and such notice shall contain an outline of the business to be considered.

The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating by this means is deemed to be present in person at the meeting.

ARTICLE VII - QUORUM

A quorum of the Council for the transaction of business shall consist of at least fifteen members.

Five members of the Board of Directors shall constitute a quorum for the transaction of such business as may come before it for action.

ARTICLE VIII - OFFICIERS

The officers of the Council shall consist of a President, Vice President, a Secretary, and a Treasurer who shall be elected at the Annual Meeting to a one-year term to conclude at the following year's Annual Meeting.

ARTICLE IX - BOARD OF DIRECTORS

The management and administration of the affairs between meetings of the Council shall be exercised by a Board of Directors consisting of the officers, and at least seven, but not more than fifteen, additional members to be elected annually to a one-year term to conclude at the following year's Annual Meeting. The Board of Directors may fill any vacancy on the Board or in any term of office of the Council for the remainder of an unexpired term.

ARTICLE X - COMMITTEES

The President with the approval of the Board of Directors may appoint such committees as are deemed appropriate.

ARTICLE XI - RELATIONS WITH MEMBERS

The Council shall not commit any member, by resolution or otherwise, to a position or policy not consistent with the stated objects in these By-Laws.

ARTICLE XII - AMENDMENTS

These By-Laws may be amended at any meeting of the Council by a majority vote of the members present provided that written notice of such proposed change shall have been sent to each member at least thirty days in advanced of such meeting.

APPROVED AS AMENDED:

September 10, 2008