BY-LAWS
OF

The property, business and affairs of the Corporation shall be managed by its Board of Trustees (the "Board"), and the Board may exercise all powers of the Corporation that are authorized by law, by the Certificate of Incorporation or by these Bylaws, as amended from time to time, including the power to amend the Corporation's Certificate of Incorporation and Bylaws.

Section 2.2. Number and Composition

The number of Trustees shall be twenty-one (21) or such other number, but not less than three (3) nor more than thirty-five (35), as may be designated from time to time by resolution of a majority of the entire Board of Trustees. Each Trustee shall be an individual who is active and diligent in meeting the obligations of a Trustee and who is committed to promoting and supporting the welfare, success, and purposes of the Corporation. The Trustees shall be divided into three groups so that approximately an equal number of these Trustees have terms that expire each year.

Section 2.3. Election and Term

The Board of Trustees shall elect at each annual meeting approximately one-third of the Trustees, each to serve a full three (3) year term, to fill the vacancies created by those Trustees whose terms are then expiring. The Board of Trustees may also at any time elect Trustees to terms of less than three (3) years to promote the objective of having the terms of approximately one-third of the Trustees expire each year.

Section 2.4. Resignation

Any Trustee may resign at any time by giving written notice by mail, telefax, other electronic means, or personally to the President or Secretary of the Board of Trustees. If no effective date is stated, the resignation shall be effective upon receipt. Acceptance of the resignation shall not be necessary to make it effective.

If a Trustee fails to attend at least three (3) meetings of the Board of Trustees in a year without adequate excuse, the President may, in his or her discretion, make a written request by mail, telefax, other electronic means, or personally for the resignation of such Trustee and, if the Trustee does not promptly submit a written notice of resignation, the Trustee shall be deemed to have resigned in any event.

Section 2.5. Removal

Any Trustee may be removed with or without cause by the Board of Trustees upon the affirmative vote of a majority of the Trustees present and voting at a meeting, a quorum being present, provided that each Trustee shall have been given written notice by mail, telefax, other electronic means, or personally prior to the meeting that a purpose of the meeting is to consider the removal of the Trustee in question. The effective date of removal shall be the date of the meeting at which the vote of the Board of Trustees regarding the Trustee in question occurred, unless otherwise provided by the Board of Trustees. A Trustee removed in accordance with this section shall be notified in writing of said removal.

Section 2.6. Vacancies

A vacancy shall be deemed to exist if the number of Trustees in office is less than the maximum number permitted by these Bylaws. The existence of a vacancy shall decrease the number of Trustees in office for the purpose of determining a quorum. A vacancy may be filled by the Trustees at any annual, regular or special meeting of the Board of Trustees at which a quorum is present.

Section 2.7. Compensation

The Trustees shall serve without compensation for their services as Trustees but may be reimbursed by the Corporation for their reasonable expenses and disbursements in that capacity on behalf of the Corporation.

Section 2.8. Regular Meetings of the Board of Trustees

The Board of Trustees shall meet at such times and places during the year as the Board may determine. Reasonable notice of the date, time, and place of each such meeting shall be given to each Trustee by mail, telephone, telefax, other electronic means, or personally a minimum of two (2) days prior to the meeting, provided that no notice need be given of any meeting held in accordance with a schedule of regular meetings distributed to Trustees.

Section 2.9. Special Meetings of the Board of Trustees

Special meetings of the Board of Trustees may be called by the President and shall be called by the Secretary upon receipt of the written request by mail, telefax, other electronic means, or personally of three (3) Trustees stating the purpose of such meeting. Reasonable notice of the date, time, place, and purpose of each such meeting shall be given to each Trustee by mail, telephone, telefax, other electronic means, or personally a minimum of two (2) days prior to the meeting.

Section 2.10. Annual Meeting of the Board of Trustees

The annual meeting of the Board of Trustees shall generally be held during the first half of the year following the close of the Corporation's fiscal year, at such time and place as the Board shall designate. Notice of the date, time, and place of the annual meeting shall be given to each Trustee by mail, telephone, telefax, other electronic means, or personally at least two (2) days prior to the meeting.

Section 2.11. Waiver of Notice

No notice of a Trustees' meeting need be given to any Trustee (1) who attends such meeting in person, unless the Trustee at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting or (2) who waives such notice in writing executed and filed with the Secretary of the Corporation, either before or after such meeting. All waivers shall be made part of the minutes of the meeting.

Section 2.12. Action in Lieu of Meeting of the Board of Trustees

Any action required or permitted to be taken by the Board may be taken without a meeting if all the Trustees consent to such action in writing. Such written consent shall be made a part of the minutes of the proceeding or filed with the corporate records. Such action by written consent shall have the same force and effect as a vote of Trustees at a duly convened meeting.

Section 2.13. Quorum

A majority of the number of Trustees in office immediately before a meeting of the Board begins shall constitute a quorum for the transaction of business at that meeting.

Section 2.14. Voting

a. The act of a majority of the Trustees present at a meeting at which a quorum is present at the time shall be the act of the Board of Trustees unless a greater number is required by the Certificate of Incorporation, these Bylaws, or by law.

b. A Trustee of the Corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (1) the Trustee's dissent is entered in the minutes of the meeting or (2) such Trustee either (a) files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting or (b) forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Trustee who voted in favor of such action.

Section 2.15. Trustee Participation in Meeting by Telephone

A Trustee or a member of a committee of the Board of Trustees may participate in a meeting of the Board of Trustees or of such committee by means of conference telephone or similar communications equipment enabling all Trustees participating in the meeting to hear one another, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 2.16. Indemnification

The Corporation shall indemnify a Trustee for liability, as defined in subdivision (5) of section 33-1116 of the Connecticut General Statutes, to any person for any action taken, or any failure to take any action, as a Trustee, except liability that (1) involved a knowing and culpable violation of law by the Trustee; (2) enabled the Trustee or an associate, as defined in section 33-840 of the Connecticut General Statues, to receive an improper personal gain; (3) showed a lack of good faith and a conscious disregard for the duty of the Trustee to the Corporation under circumstances in which the Trustee was aware that his conduct or omission created an unjustifiable risk of serious injury to the Corporation; or (4) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the Trustee's duty to the Corporation.

Section 2.17. Committees

The Board may designate and create one or more committees for the purposes determined by the Board and shall appoint individuals to serve on such committees from time to time. Each committee created by resolution that has or exercises the authority of the Board shall consist only of Trustees appointed by the Board, and each such committee shall comply with the notice, voting, and quorum requirements applicable to the Board.

Committees that may not exercise the authority of the Board shall consist of one or more Trustees, as well as such other individuals, who need not be Trustees, as may be recommended by the President of the Board for approval by the Board. Each such committee shall have the authority to provide advice and recommend action to the Board, but shall not have or exercise the authority of the Board in the management of the Corporation.

The Chairperson of each committee created by resolution shall be appointed annually by the President of the Board, subject to approval by the Board. Each such committee Chairperson and member shall serve at the pleasure of the Board of Trustees. The designation and creation of any such committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Trustee of any responsibility imposed upon them by law.

Section 2.18. Honorary and Ex-Officio Trustees

The Board of Trustees may from time to time designate appropriate persons to be honorary or additional ex-officio Trustees, who shall not be counted in determining a quorum and who shall have voice but not vote at meetings of the Board of Trustees.

The Board of Trustees may create an Advisory Board consisting of experts in fields of importance to the Corporation and leaders of communities in Connecticut to advise the Board and its staff on issues of concern to the Corporation. As used herein, the word "Advisor" shall refer to members of this entity.

Section 3.2. Role in the Corporation's Strategy and Plans

The Advisory Board shall issue reports and recommendations regarding the mission, strategy, and tactics of the Corporation, as requested by the Board of Trustees or on its own initiative. The Advisory Board shall seek input from representatives of affected communities and constituencies when developing its reports and recommendations.

The Board of Trustees shall consider each final report and recommendation issued by the Advisory Board and may adopt such reports and recommendations, in whole or in part, as those of the Corporation. The Board of Trustees shall give due weight to the knowledge and expertise of the Advisory Board when determining whether to adopt the Advisory Board's reports and recommendations as those of the Corporation in whole or in part, but such determination shall be in the sole discretion of the Board of Trustees.

Section 3.3. Advisors' Qualifications

Advisors shall either possess unique expertise and professional qualifications concerning matters of importance to the Corporation (e.g., professional certification and experience in such fields as planning, law, economics, or engineering); or possess leadership roles in communities that will be affected by patterns of growth in Connecticut, including urban, rural and suburban communities. While Advisors do not have to be residents of Connecticut, they must be familiar with land use-related problems experienced by Connecticut and be committed to developing innovative solutions to those problems.

Section 3.4. Selection of Advisors

In selecting qualified individuals to serve on the Advisory Board, the Board of Trustees shall endeavor to create a body that possesses a wide range of professional experience and practical knowledge regarding issues of importance to the Corporation. The Advisory Board may recommend additional individuals for selection as Advisors; such recommendations shall be considered by the Board of Trustees.

Section 3.5. Number and Term of Office

The number of Advisors shall be not less than three (3) nor more than seventy (70), as may be determined from time to time by the Board of Trustees. All Advisors shall be appointed by the Board of Trustees for one-year terms. The Board of Trustees may appoint new Advisors at any meeting of the Board of Trustees.

Section 3.6. Resignation and Removal

An Advisor may resign at any time by giving written notice by mail, telefax, other electronic means, or personally to the Secretary of the Corporation. The resignation shall take effect on the date specified therein or, if no such date is specified, upon receipt by the Secretary of the Corporation. An Advisor may be removed at any time by vote of the Board of Trustees, with or without cause, or by the President if the President determines that the Advisor is neglecting his or her responsibilities or is not contributing positively to the functioning of the Advisory Board. In the event of the resignation or removal of an Advisor, the Board of Trustees may but need not appoint a replacement Advisor to serve the remainder of such Advisor's term.

Section 3.7. Committees

The Advisory Board may designate and create one or more committees in order to conduct its business more effectively and efficiently, and may appoint individuals to serve on these subcommittees. Committees created by the Advisory Board shall consist of two or more Advisors, who shall constitute a majority of the membership of the committee, as well as such other individuals, who need not be Advisors, as may be recommended by the Advisory Board for inclusion in the committee. Each such committee shall have the authority to develop reports and recommendations on behalf of the Advisory Board, but such reports and recommendations shall not be those of the Advisory Board until the Advisory Board has reviewed and approved them.

Section 3.8. Officers

The Advisory Board may elect one of its members as Chairperson, and may create such other officers as the Advisory Board, in its discretion, may determine from time to time. Officers of the Advisory Board shall serve at the pleasure of the Advisory Board.

Section 3.9. Meetings

The Advisory Board shall hold regular meetings at such times as it may determine, but no less frequently than quarterly. Special meetings of the Advisory Board may be called by the Chairperson of the Advisory Board at any time and shall be called by the Chairperson at the request of any three (3) Advisors. Meetings of the Advisory Board may be held either within or outside the State of Connecticut, at such place or places as they may from time to time determine.

Section 3.10. Quorum and Voting

The Officers of the Corporation shall consist of a President, Secretary, and such other Officers as the Board, in its discretion, may determine from time to time. Each Officer shall be elected by the Board of Trustees from among the members of the Board at the annual meeting of the Board of Trustees (following the election of Trustees) for a term of one year. Such Officers shall take office at the close of the meeting at which they are elected. Initial Officers may be elected by the Board to serve until the first annual meeting of the Corporation. Interim vacancies may be filled by the Board to serve until the next annual meeting of the Corporation.

Section 4.2. President

The President of the Board shall preside at meetings of the Board, shall supervise staff, and shall appoint members of all committees, including the Chairperson of each committee.

Section 4.3. Secretary

The Secretary of the Corporation shall keep the minutes of the meetings of the Board and assure that notice of all meetings is duly given in accordance with these Bylaws. The Secretary shall have the authority to sign all documents authorized by the Board and certify these Bylaws, resolutions of the Board and committees thereof, and other documents of the Corporation as true and correct copies thereof.

Section 4.4. Treasurer

The Treasurer of the Corporation shall be responsible for the safekeeping of all funds and securities of the Corporation, shall see that proper records showing all financial transactions of the Corporation are maintained, and shall present financial reports to the Board. If no Treasurer of the Corporation has been elected, the Secretary of the Corporation shall perform the obligations of the Treasurer.

Section 4.5. Resignation and Removal

Any Officer may resign at any time by giving written notice by mail, telefax, other electronic means, or personally, to the President or the Secretary of the Corporation. The formal acceptance of such resignation shall not be necessary to make it effective. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Any Officer may be removed by majority vote of the Trustees present at a meeting, a quorum being present, whenever, in the Board's sole judgment, the best interests of the Corporation are served thereby.

The Board of Trustees is authorized to appoint an Executive Director who shall manage the daily affairs of the Corporation. The Executive Director shall report directly to the Board of Trustees and attend all meetings of the Board. The Board is authorized to pay such salary to the Executive Director and other employees as it deems advisable within its budget. The Executive Director shall serve at the pleasure of the Board and may be removed from office, with or without cause, upon a majority vote of the Board.

The Executive Director, if appointed, shall be the general manager of the Corporation, and shall be authorized to sign and execute in the name of the Corporation all deeds, mortgages, bonds, leases, contracts, and other instruments authorized by the Board of Trustees, shall have general supervision over and be in administrative charge of the business and affairs of the Corporation, shall report to the Board of Trustees on a regular basis on the conduct and management of the affairs of the Corporation, and shall be subject to the supervision of the Board of Trustees.

Section 5.2. Other Employees

The Executive Director shall have the power to employ such employees of the Corporation as are authorized by the Board to assist in the performance of his/her duties. Such employees shall serve at the pleasure of the Executive Director and may be terminated with or without cause at any time.

Trustees shall loyally exercise their duties and obligations to the Corporation and make judgments on behalf of the Corporation without being affected by their private interests. In every event, Trustees shall disclose to the Board any conflicting interest transactions that arise, and no Trustee shall vote on any matter that would involve a conflicting interest transaction.

With respect to the Corporation, a Trustee's conflicting interest transaction, as that term is defined in the Revised Nonstock Corporation Act of the State of Connecticut, is a transaction effected or proposed to be effected by the Corporation, or by a subsidiary of the Corporation or any other entity in which the Corporation has a controlling interest, respecting which a Trustee of the Corporation has a conflicting interest.

In the event that a Trustee questions whether a conflicting interest transaction exists, the issue shall be decided by a majority vote of the Trustees present and voting, provided that the Trustee in question shall not vote.

A Trustee who believes that he may have a conflict of interest on a matter may recuse himself at any time, even if such transaction does not meet the statutory standard to create a conflicting interest transaction.

Section 6.2. Legal Standard

The provisions of § 33-1127 to § 33-1130, inclusive, of the Connecticut General Statutes and other relevant statutes shall be utilized by the Board in resolving issues of a Trustee's conflicting interest transaction.

Section 6.3. Conflicts of Interest

The Board of Trustees may adopt a policy on disclosure and conflicts of interest that do not constitute statutory conflicting interest transactions. Such policy may apply to Trustees and employees and may require the filing of annual disclosure forms.

The fiscal year of the Corporation shall be January 1 through December 31.

Section 8.2. Approved Signatures

All checks, drafts and other orders for the payment of money shall be signed by any Officer, Officers, agent, or agents as shall be thereunto authorized by the Board of Trustees.

Section 8.3. Contracts and Debts

Contracts may be entered into or debts incurred only as directed by resolution of the Board of Trustees or by its appointed delegate. When the execution of any contract or other instrument has been authorized by the Board of Trustees without specification of the executing officer, the President or the Secretary may execute the same in the name of and on behalf of the Corporation.

Section 8.4. Contributions, Gifts and Bequests

Contributions, gifts, and bequests may be accepted by the Corporation in accordance with its policies. Unless otherwise designated by the donor or otherwise prescribed by statute or law, such gifts, bequests or contributions shall be utilized at the discretion of the Board of Trustees.

Section 8.5. Recognition of Donors

The Board of Trustees may from time to time create named categories to recognize donors who provide monetary or in-kind support to the Corporation.