Bylaws of the SRS Retiree Association Corporation
ARTICLE I -- Name and Office
Section 1. Name. The name of the Corporation is "The SRS Retiree Association Corporation".
Section 2. Principal Office. The principal office of the SRSRA Corporation will be located in the City of Aiken, SC.
Section 3. Other Offices. The SRSRA Corporation may have offices at such other place or places as the Board of Directors may designate from time to time.
Section 4. Tax Status. The SRSRA Corporation is recognized as tax-exempt under section 501 (c) (4) of the Internal Revenue Code by a determination letter issued in August 2000 and is a nonprofit organization. Contributions to the SRSRA Corporation are NOT deductible.
ARTICLE II -- Purpose
The purpose of the said SRSRA Corporation is to represent the interests of its members; to provide a means to identify and communicate with SRS retirees; to support, promote and assist in the growth and development of the Savannah River Site; and to engage in those activities which are in furtherance of, or related to, the purposes herein stated. The principal objective of the SRSRA Corporation shall be to represent the interest of its members.
Notwithstanding any other provision of these articles, this SRSRA Corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Sections 501(c) (4) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law or (b) a corporation the contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States internal revenue law. Any monetary profits or other benefits which flow to Directors of the SRSRA Corporation shall be incidental to the SRSRA Corporation's function. In the event of dissolution, the residual assets of the SRSRA Corporation will be turned over to the Salvation Army to be used for its charity functions.
ARTICLE III -- Members
Section 1. Composition. Members of this SRSRA Corporation shall be limited to persons (excluding employees of the U.S. Department of Energy) who have been employed at or in direct association with the Savannah River Site (or the Savannah River Plant/Savannah River Laboratory as it was previously known) for at least five years and who have since retired from any such employment, as well as their spouses. However, the primary focus of the SRSRA Corporation shall be to provide service to participants in the Westinghouse Savannah River Company-Bechtel Savannah River Incorporated retirement plan or in the successor plan, currently called the "Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan".
Section 2. Regular Member Meetings. Regular meetings of the SRSRA Corporation shall be held no later than April 30th each year for the purpose of electing the Board of Directors and for transacting such other business as may come before the members. No member may vote by proxy.
Section 3. Notification of Member Meetings. The Secretary of the SRSRA Corporation is responsible for notifying members of the time, place and purpose of all Member Meetings, in writing or by electronic mail, at least seven (7) days before such meetings.
Section 4. Quorum. As long as the Notification of Member Meetings requirements of Section 3 above are met, no specific quorum is required to conduct any business to come before any Member Meeting. Such business may be transacted by a majority of the members present and voting on any particular issue.
Section 5. Special Meetings. A special Member Meeting of the SRSRA Corporation may be called by the Chairperson or on written request of at least twenty-five (25) percent of the Board members.
Section 6. Organization. The Chairperson, and in his/her absence, the Vice-Chairperson, or in their absence, a Chairperson chosen by the Board members present, shall preside at each meeting of the members and shall act as Chairperson thereof. Member Meetings shall be governed by the then current edition of Robert's Rules of Order to the extent that such rules do not conflict with these Bylaws or with any special rules of order that the SRSRA Corporation may adopt.
Section 7. Dues. Annual dues to cover SRSRA Corporation expenses shall be set by the Board of Directors. The membership year shall run concurrent with the calendar year.
ARTICLE IV -- Board of Directors
Section 1. Powers. The corporate powers, business and property of the SRSRA Corporation shall be exercised, conducted and controlled by the Board of Directors. In addition to the power and authority conferred upon them by these Bylaws, the Board of Directors may exercise all such power of the SRSRA Corporation and do all such acts and things that are not limited or prohibited by law.
Section 2. Composition. The Board of Directors of the SRSRA Corporation shall consist of not less than twenty (20) nor more than thirty (30) voting members. The Board members shall serve two-year terms (or until the date of the second Regular Member Meeting after their election) and are eligible for re-election. The terms of the membership of the Board of Directors shall be staggered so that one-half of the members are elected each year. The Board of Directors shall be elected from among the SRSRA Corporation members.
The Board of Directors may appoint board members to fill vacancies that occur during the year to serve until the next annual SRSRA Regular Member Meeting.
Section 3. Regular Board Meetings. The Board of Directors shall meet on a regular basis for the purpose of conducting such business as may come before it. Officers shall be elected annually at the Board Meeting following the annual Regular Member Meeting. No Director may vote by proxy.
Section 4. Notification of Meetings. The Secretary of the SRSRA Corporation is responsible for notifying Board members of the time, place and purpose of all Board Meetings, in writing or by electronic mail, at least seven (7) days before such meetings.
Section 5. Quorum. A majority of the currently sitting Board members shall constitute a quorum. .
Section 6. Special Board Meetings. A special meeting of the Board of Directors may be called by the Chairperson or on written request of at least 25 percent of the Board members.
Section 7. Organization. The Chairperson, and, in his/her absence, the Vice-Chairperson, or, in their absence, a Chairperson chosen by the Board members present, shall preside at each Board Meeting and shall act as Chairperson thereof. The then current edition of Robert's Rules of Order shall govern Board Meetings to the extent that such rules do not conflict with these Bylaws or with any special rules of order that the SRSRA Corporation may adopt.
Section 8. Absences. Any Board member who has been absent for three or more successive Regular Board Meetings, or who during a calendar year is absent from 40 percent or more of the Regular Board Meetings shall be considered as having withdrawn from membership on the Board unless excused. The Secretary approves whether a Board member is excused from a Regular Board Meeting.
Section 9. Removal From Board of Directors. A member of the Board of Directors may be removed from the Board without cause by two-thirds vote of the Board.
ARTICLE V -- Committees
Section 1. Special Committees and Task Forces. The Chairperson may, at his/her discretion or at the direction of the Board of Directors, appoint such other special committees or task forces as may be desired to carry on the business of the SRSRA Corporation. All appointees shall be members of the SRSRA Corporation. Committee chairpersons shall be appointed by the Board Chairperson and shall be Board members.
ARTICLE VI -- Officers
Section 1. Executive Officers. The executive officers of the SRSRA Corporation shall be: Chairperson, Vice-Chairperson, Secretary and Treasurer. The Board of Directors shall elect the executive officers from the board members.
Section 2. Term of Office. Officers shall serve for a term of one year or until their successors are elected. They shall begin their term of service at the end of the meeting at which they are elected.
Section 3. Duties.
(a) Chairperson. The Chairperson shall preside at all Member and Board Meetings unless otherwise directed by the Board and shall perform such duties as are customarily entrusted to and performed by the Chairperson of a South Carolina Corporation.
(b) Vice-Chairperson. The Vice-Chairperson shall assume the duties of the Chairperson in the absence of the Chairperson.
(c) Secretary. The Secretary shall record the proceedings of Member and Board Meetings in accordance with these Bylaws.
(d) Treasurer. The Treasurer shall assist the Chairperson in establishing and maintaining the SRSRA Corporation's books of account, shall be adequately bonded, and shall have custody of all the SRSRA Corporation's funds which shall be deposited in such bank or banks or any other insured financial institution as may be designated by the Board of Directors.
Section 4. Removal From Office. An officer may be removed from office without cause by two-thirds vote of the Board of Directors.
ARTICLE VII -- General Provisions
Section 1. Seal. The Seal of the SRSRA Corporation may be a disc or other device containing the corporate name, and may be used by any elected officer of the SRSRA Corporation.
Section 2. Bylaws Supplementary. These Bylaws are intended to supplement state laws pertaining to non-profit corporations. In the event of conflict between these Bylaws and state Laws, the state laws shall prevail.
Section 3. Fiscal Year. The fiscal year of the SRSRA Corporation shall begin on the first day of July in each calendar year and shall terminate on the last day of June.
Section 4. Agents and Attorneys. The Board of Directors may hire or appoint such agents and attorneys for the SRSRA Corporation as it may deem proper and may, by written power of attorney, authorize such agents and attorneys to represent the SRSRA Corporation in transacting any business said SRSRA Corporation is authorized to transact. These authorized officials may sign, acknowledge and execute any and all contracts and instruments for the SRSRA Corporation as said SRSRA Corporation would do if acted upon by its regularly elected and qualified officers.
Every person who is or has been an officer, staff member, Board member, or committee member of the SRSRA Corporation shall be indemnified by the SRSRA Corporation against all expenses reasonably incurred by any such party in connection with any action, suit or proceeding to which any such party may be a party defendant, or with which that party may be threatened by reason of or arising out of or in relation to that party being or having been a Board member, committee member, officer, or staff member of the SRSRA Corporation.
The term expenses include reasonable attorney fees and amounts paid in satisfaction of judgments or in settlement, other than amounts paid to the SRSRA Corporation.
The SRSRA Corporation shall not, however, indemnify any officer, Board Member, committee member, or staff member in relation to matters as to which that party shall be adjudged liable for negligence or misconduct in the performance of that party's duties as such officer, Board member, committee member, or staff member. Further, the SRSRA Corporation shall not indemnify any officer, Board member, committee member, or staff member in case of settlement unless such settlement shall be approved by a majority of the Board of Directors of the SRSRA Corporation then in office other than those involved.
Section 5. Political Endorsement. The SRSRA Corporation will not endorse a political candidate for office or permit campaign speeches at SRSRA Corporation meetings.
Article VIII -- Adoption and Amendment
Amendments to these Bylaws may be adopted by a majority vote of the members present at a Regular Member Meeting of the SRSRA Corporation, provided the proposed amendment has been submitted to the membership of the corporation at least seven (7) days before the meeting.
Revised and signed on May 2, 2017.
These Bylaws as amended were adopted and approved by the membership at the SRSRA Annual Meeting on April 18, 2017.
Signature on file - original signed by Tom French
Tom French, Chairperson
Signature on file - original signed by Deb Shedrow
Deb Shedrow, Secretary