A. Name and Identification.
The name of this organization shall be COALITION OF OAK RIDGE RETIRED
EMPLOYEES, INC. (the “Corporation”).
B. Principal Office.
The principal office of this Corporation shall be located in the State
of Tennessee at 107 Antioch Drive, Oak Ridge, Tennessee, or such other
localities as may be determined from time to time by the Board of
Directors.
The signature of the President of this Corporation, duly attested to by the Secretary, shall be used in lieu of a seal.
A. The purposes of this Corporation are as follows:
1. The Corporation,
Coalition of Oak Ridge Retired Employees (CORRE), is an organization of
former employees, and is a labor association within the meaning of
Section 501(c)(5) of the Internal Revenue Code of 1986, as amended
(Code). The Corporation is formed to represent the interest of
retirees and survivors receiving pension benefits from the pension
funds of the U. S. Department of Energy (DOE) contractor-managed
facilities at Oak Ridge, Tennessee, which include Oak Ridge National
Laboratory (ORNL), Oak Ridge Gaseous Diffusion Plant (K-25), the Oak
Ridge Y-12 Plant (Y-12), and derivative organizations (such as Bechtel
Jacobs Company and Wackenhut Services, Inc.) with employees covered
under their respective pension plans. The primary objectives of
CORRE are: (a) to obtain and maintain pension and other benefits
that are fair, equitable, and comparable with other employers in the
Oak Ridge region and with other major DOE federal and private
contractors in the technical field; and (b) to safeguard the Pension
Funds from which these benefits are principally derived. The
Corporation may assist any other entity associated with CORRE, which
qualifies under Section 501(a) of the Code as an authorized recipient
of support from a supporting organization.
2. To carry out such acts, engage in any activities, and exercise all
the powers conferred upon not-for-profit corporations under the
Tennessee Non-Profit Corporation Act and for which specific
authorization under the laws of the State of Tennessee is not required
to accomplish its organizational purposes within the meaning of section
501(c) (5) of the Code.
B. The Corporation will not engage in any transaction or do or permit
any act or omit any act which will operate to deprive it of its
tax-exempt status under Section 501(c)(5) of the Code.
ARTICLE IV — BOARD OF DIRECTORS
A.
Authority. The
business, property, and affairs of the Corporation shall be managed and
controlled by its Board of Directors, and such Board may exercise all
powers of the Corporation and do such lawful acts and things as are
permitted by statute, by the Charter or by these Bylaws. The
Board of Directors has the power to delegate any of the powers of the
Board to any committee, officer, or agent.
B.
Number and Qualifications.
The affairs and business of the Corporation will be managed by its
Board of Directors, not to exceed twenty-two (22) in number, who shall
be nominated and elected as follows:
1. Seven (7)
Directors will consist of the following officers: President,
First Vice President, Second Vice President, Secretary, Treasurer,
Communications Director, and Immediate Past President. The same
person may, if willing and qualified, serve as Secretary and as
Treasurer. These officers shall also serve as the Executive
Committee of the Board, and be responsible for performing certain
administrative duties for the Board.
2. Other Directors will consist of at least eight (8) but no more than
fifteen (15) Active Members who have the expertise, contacts, and
skills necessary to help achieve the goals of CORRE. All
Directors shall be nominated by the nominating committee and elected at
the Annual Membership Meeting of CORRE, as set forth in Article V.B
hereof.
C.
Terms of Office.
Beginning January 1, 2002, each Director (except the Immediate Past
President) shall be elected for a term of two (2) years. No Board
member shall serve more than three (3) consecutive terms.
1. Upon
recommendation of the Nominating Committee and for reasons deemed to be
in the best interest of CORRE, term limits of any Board member may be
extended for one calendar year by resolution by the Board of
Directors.
D.
Advisory Committee.
There may be an Advisory Committee (consultants) of persons having
special expertise, skills, and/or contacts. Members of the
Committee shall serve at the pleasure of the Board of Directors.
The President, with the concurrence of the Board, shall make
appointments to this Committee for a term of one year.
Members of the Committee may consult with the Board, advise, make
recommendations, and perform special projects. Committee members
are encouraged to regularly attend meetings of the Board, but
attendance is not required, and they shall not be voting members of the
Board.
E.
Quorum. A majority of
the Board of Directors shall constitute a quorum, and may conduct all
of the business which the Board is empowered to conduct, subject to a
minimum quorum at all times of fifty-one percent (51%) of the Board of
Directors.
F.
Meetings. Meetings of
the Board of Directors shall be held at a date, place, and time to be
determined by the Executive Committee of the Board of Directors.
Special meetings of the Board of Directors may be called by the
President or by a majority of the Executive Committee. The
Secretary, or his/her designee, shall be responsible for notifying the
Board members of all meetings at least seven (7) calendar days in
advance of such meetings.
G.
Minutes. The board of
Directors shall keep a record of each proceeding, which shall be
verified by the signature of the Secretary and approved by the
Board.
H.
Voting.
1. Each Director shall have one (1) vote at meetings of the Board of Directors.
2. A Director who is present at a meeting of the Board of Directors
when corporate action is taken shall be deemed to have assented to the
action taken unless:
a. The Director
objects at the beginning of the meeting (or promptly upon the
Director’s arrival) to holding it or transacting business at the
meeting;
b. The Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
c. The Director delivers written notice of the Director’s 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 shall not be
available to a Director who votes in favor of the action taken.
I.
Vacancies. Whenever
any Director vacancy shall occur during a term of office, whether by
reason of death, resignation, removal or otherwise, the Nominating
Committee shall select a person to fill the vacancy, and submit the
person’s name to the Board of Directors of CORRE for
approval. The person so chosen shall be an Active Member and
succeed to the vacated Board position, and shall serve the balance of
the unexpired term. Service of the unexpired term shall not be
considered when applying the limitation set forth for Directors under
Article IV.C.
J.
Compensation.
Directors will not receive any compensation for their services rendered
to or on behalf of the Corporation as Directors, but by resolution of
the Board of Directors, may be reimbursed reasonable expenses incurred
in furtherance of the business of the Corporation.
K.
Action without a Meeting.
Any action that may be taken by the Board of Directors at a meeting may
be taken without a meeting if a consent in writing, setting forth the
action to be taken, shall be signed (original, facsimile, or e-mail)
before such action by all of the Board of Directors, and the consent
will have the same force and effect as the unanimous vote at a meeting
of the Board of Directors. A record of the action shall be
in the minutes of the next Board meeting.
L.
Duties of Directors.
The Board of Directors will have the control and general management of
the affairs and business of the Corporation. Such Directors will
in all cases act as a Board, regularly convened, by a majority (unless
otherwise specified), and they may adopt such rules and regulations for
the conduct of their meetings and the management of the Corporation, as
they may deem proper, not inconsistent with these Bylaws, the laws of
the State of Tennessee, and the stated purpose of this Corporation to
qualify under Code Section 501(c)(5). The general duties and
responsibilities of the Board of Directors will be:
1. To coordinate, manage, and control the financial and administrative affairs of the Corporation;
2. To provide control of expenditures;
3. To regularly review the Corporation’s Bylaws and advise the
Board of Directors of CORRE regarding suggestions for revisions, if
any; and
4. To avoid conflict of interest.
M.
Committees. The
President, with the concurrence of the Board of Directors, shall
appoint all committees to perform services, functions, or other tasks
as needed for the organization. Each such committee member shall
be a Director or Advisor of CORRE, and may be removed by the President
whenever the best interest of CORRE will be served by such
removal. Committees serve under the authority and direction of
the President and are not included in the organizational structure of
CORRE.
A.
Members.
1. General Members
shall be retirees and survivors receiving pension benefits from the
pension funds of the U. S. Department of Energy (DOE)
contractor-managed facilities — Oak Ridge National Laboratory
(ORNL), Oak Ridge Gaseous Diffusion Plant (K-25), Oak Ridge Y-12 Plant
(Y-12), and derivative organizations (such as Bechtel Jacobs Company
and Wackenhut Services, Inc.) with employees covered under their
respective pension plans.
2. Active Members shall be any general members who support the purpose
of CORRE, and who have at some time contributed twenty dollars ($20.00)
or more to the support of its work.
B.
Annual Membership Meeting.
There shall be at least one meeting of the Members each calendar year
for the purpose of electing Directors to the Board of CORRE. The
Annual Membership Meeting shall be held in the fall of each calendar
year at such time and place as specified in a notice published no less
than one week prior to the meeting. Notice to
members of CORRE’s Annual Membership Meeting shall be given via
the CORRE Website, blog, the Y-12 Retiree News, and newspapers.
Election of Directors to the Board of CORRE shall be decided by simple
majority vote by Active Members present at the Annual Meeting.
Each Active Member shall have one (1) vote. There shall be no
proxy votes.
C.
Nominating Committee and Process
1. The President, at
the January Board meeting, shall appoint, with approval of the
Board, not more than seven (7) members from the Board, including
the Chair, to serve as the Nominating Committee.
2. The Nominating Committee shall propose a slate of nominees to fill
vacancies on the Board, if any, to be voted on at the Annual Meeting in
the fall.
3. In proposing a slate of nominees, the Nominating Committee will
endeavor to select persons who have the expertise, contacts, and skills
needed to achieve the CORRE purposes stated herein and who have no
interest that is in conflict with the objectives, purposes and
political limitations of CORRE.
4. Beginning April 1, the Nominating Committee will solicit (by CORRE
website, blog, Retiree News, e-mail list, etc.) nominations at large
from the Active Member list, with a deadline of June 1. All
nominees must have agreed to serve if elected.
5. At the July Board meeting, the Nominating Committee shall present to
the Board a proposed slate of nominees for Board approval.
6. By August 1, the Nominating Committee shall post on the CORRE
website the slate of nominees and inform those persons not selected
that they may pursue nomination by petition. Petition with
verifiable signatures of thirty (30) Active CORRE Members will be
required for nomination by petition. Petition forms will be made
available on the CORRE website. Petitions must be received by the
Nominating Committee by September 1.
7. The final slate will comprise names of those nominees selected by
the Nominating Committee and those nominated by petition. If the
total number of nominees on the final slate exceeds the total number of
vacancies to be filled, voting will be by paper ballot at the Annual
Meeting. No nominations may be made from the floor.
8. The proposed slate of nominees shall be communicated to Active
Members at least two (2) weeks prior to the Annual Meeting.
ARTICLE VI — POWER AND DUTIES OF OFFICERS
A.
Officers of CORRE. The
officers of the Corporation shall be a President, First Vice President,
Second Vice President, Secretary, Treasurer, Communications Director,
and Immediate Past President. All officers (except the Immediate
Past President) shall be elected at the Annual Membership
Meeting.
B.
Responsibilities
1. President.
The President shall preside at all meetings of the Active Membership,
the Board of Directors, and the Executive Committee; and shall perform
all duties incident to the office of President, including: call
all meetings as provided by these Bylaws, act as ex-officio member of
all committees; and serve as CORRE’s official representative in
discussions with the pension fund corporate management, with the
Department of Energy, and with all other interested parties.
2. Vice Presidents. The
Vice Presidents shall assist the President with administrative
matters. The First Vice President shall assume the duties and
powers of the President in his/her absence or disability, with the
Second Vice President assuming that role if the First is not
available.
3. Secretary. The
Secretary shall keep an accurate record of all meetings of the Board of
Directors, the Executive Committee, and the membership, including
attendance at those meetings. The Secretary shall carry out the
normal duties of the office, including sending or publishing notices of
all meetings of the Board of Directors, the Executive Committee, and
the CORRE Active Membership; send correspondence as directed by the
President; and perform all other duties incident to the office.
4. Treasurer. The
Treasurer shall be responsible for the receipt and disbursement of all
funds, and shall establish and maintain CORRE’s books of account
and also the official list of Active Members in good standing.
Reports of the accounts shall be presented at all regular meetings of
the Board of Directors and at the CORRE Annual Meeting. The
Treasurer’s accounts shall be audited, pursuant to Tennessee
statutory requirements, at the end of each calendar year by an auditor
appointed by the President, and a report filed with the Board of
Directors.
5. Communications Director. The Communications Director shall be responsible for preparing press releases and for contacts with the media.
C.
Removal of Directors.
Any Director may be removed from office whenever, in the judgment of
the Board of Directors, the best interest of the Corporation will be
served thereby. Failure of a Director to attend at least a
majority of Board meetings during a calendar year shall be a cause for
removal. Election or appointment of a Director shall not of
itself create any contract rights. Any vacancy which occurs
because of removal of a Director from office shall be filled by a
person selected by the Nominating Committee and approved by the Board
of Directors. Any Director, officer, or agent, elected or
appointed by the Board of Directors, may resign by notifying the
President. The resignation shall take effect immediately, or at
the time specified in the notification.
ARTICLE VII — CONTRACTS, GIFTS, BOOKS, AND RECORDS
A.
Contracts, Checks, and Other Instruments.
The Board of Directors may authorize any officer or officers or such
other persons as shall be designated by the Board, in the name of, or
on behalf of the Corporation, to enter into any contract or to execute
and deliver any
instrument, or to sign checks, drafts, endorsements, notes or other
evidences of indebtedness of the Corporation, and such authority may be
general or confined to specific instances; and unless so authorized by
the Board or these Bylaws, no officer or other person shall have power
or authority to bind the Corporation by any contract or engagements or
to render it pecuniarily libel for any purpose or for any amount.
The Board of Directors shall have discretion to reject any grant, gift
or bequest, the conditions of which might conflict with or jeopardize
the Corporation’s non-profit status. The Board shall have
final authority over the making of all grants and all other charitable
expenditures, and nothing in this Article VII shall constitute any
restriction or limitation of any powers of the Board conferred by
applicable law or by these Bylaws.
B.
Gifts. The Board of
Directors of the corporation may accept on behalf of the Corporation
any contribution, gift, bequest or devise for the general purposes or
for any special purpose of the Corporation.
C.
Books and Records. The
Corporation will keep correct and complete books and records of
account, and will also keep minutes of proceedings of the Board of
Directors and will keep at the registered or principal office of record
of the Corporation the names and addresses of the Directors entitled to
vote.
ARTICLE VIII — ASSETS OF THE CORPORATION
A.
Non-Profit Assets. The
Corporation is and will be a non-profit corporation. It is not
organized for profit, but solely and exclusively for the purposes set
forth in the Charter; and all assets which it may at any time acquire,
together with any increase in value or profit therefrom, will be
dedicated completely and irrevocably to such purposes. No officer
of, Director of, or donor to the Corporation will ever obtain any
profit from its assets.
ARTICLE IX — CALENDAR YEAR
This Corporation’s initial year shall begin on the date of its
incorporation and end on December 31 of the year of its
incorporation. Thereafter, said calendar year for the Corporation
shall begin on January 1 and end on December 31 of each successive
year.
ARTICLE X — AFFILIATION WITH OTHER ORGANIZATIONS
The Corporation may affiliate with other organizations so long as the
purpose of such affiliation is approved by the Board of Directors of
CORRE, and is consistent with the objectives of the Corporation as a
supporting organization of CORRE.
ARTICLE XI — NON-PROFIT, TAX-EXEMPT STATUS
A.
Compliance. The
Corporation shall not possess or exercise any power or authority,
either expressly, by interpretation, or by operation of law, that will
or might prevent it at any time
from qualifying, and continuing to qualify, as a corporation described
in section 501(a) of the Code; nor shall it engage directly or
indirectly in any activity which might cause the loss of such
qualification.
B.
Asset Restriction. No
part of the assets or net earnings of the Corporation shall ever be
used, nor shall the Corporation ever be organized or operated, for
purposes that are not exclusively compatible within the meaning of
section 501(c)(5) of the Code.
C.
Operational Limits. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
D.
Political Limitation.
No substantial part of the activities of the corporation shall consist
of carrying on propaganda or otherwise attempting to influence
legislation; nor shall it engage in any political campaign on behalf of
any candidate or in opposition to any candidate to any public
office. However, the Board of Directors may approve specific
lobbying activities and participation in certain political campaigns in
order for CORRE to accomplish its purposes as set forth in Article
III.A.1 hereof.
E.
Distribution Limitation.
No compensation, loan, or other payment shall be paid or made to any
officer, board member, creator, or organizer of this Corporation, or
substantial contributor to it, except as reasonable compensation for
services rendered and/or as a reasonable allowance for authorized
expenditures incurred on behalf of the Corporation; and no part of the
assets or net earnings, current or accumulated, of the Corporation
shall ever be distributed to or divided among such persons, or inure,
be used for, accrue to or benefit any such person or private individual
(pursuant to the prohibition contained in section 501(c)(5) of the
Code).
F.
Solicitation Limitation.
No solicitation of contributions to the Corporation shall be made, and
no gift, bequest, or devise to the Corporation shall be accepted, upon
any condition or limitation which, in the opinion of the corporation,
may cause the corporation to lose its federal income tax Law exemption.
G.
Liquidating Distribution.
Upon the dissolution or winding up of the Corporation, the Board of
Directors shall, after paying or making provision for payment of all
the liabilities of the Corporation, dispose of all of the assets of the
Corporation exclusively for one (1) or more of the purposes of the
Corporation in such manner, or to such organization or organizations
organized and operated exclusively for charitable, educational,
religious, or scientific purposes as shall, at the time, qualify as an
exempt organization or organizations under the Internal Revenue Code as
the Board of Directors shall determine. Any such assets not so
disposed of shall be disposed of by the Chancery Court of the county in
which the principal office of the Corporation is then located,
exclusively for such purposes or to such organization or organizations,
as the court shall determine, which are organized and operated
exclusively for such purposes.
ARTICLE XII — INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
A.
Immunity from Suit. No
Director of the Corporation (and their heirs and legal representatives)
shall incur any personal liability to the Corporation for monetary
damages for any breach of his or her fiduciary duty as Director, and
may, in accordance with Article XII.B, be indemnified by the
Corporation against any and all liability and reasonable expenses that
may be incurred by him in connection with or resulting from any claim,
action, suit, or other proceeding (whether brought by or in the right
of the Corporation or such other corporation or otherwise), civil,
criminal, administrative, or investigative, including any appeal
relating thereto, in which he may become involved, as a party or
otherwise, by reason of his being or having been a Director, officer,
or employee of the Corporation or such other corporation or by reason
of any action taken or not taken in his capacity as such Director,
officer, or employee, whether or not he continues to be such at the
time such liability or expense is incurred; provided, however,
that this provision shall not eliminate or limit the liability of a
Director:
(a) For any breach of the director’s duty of loyalty to the Corporation; and
(b) For acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; or
(c) For any unlawful distribution under Tenn. Code Ann. Section 48-58-304.
Indemnification pursuant to this
Article XII, however, shall:
1. Not include any amounts payable by such person to the Corporation in satisfaction of any judgment or settlement, and
2. Be reduced by the amount of any other indemnification or
reimbursement of such person in respect of the liability and expense
with respect to which indemnification is claimed.
As used in this
Article XII,
the terms “liability” and “expense” shall
include, but shall not be limited to, counsel fees and disbursements
and amounts of judgments, fines, or penalties against, and amounts paid
in settlement by, such person. The termination of any
claim, action, suit or other proceeding by judgment, order, settlement
(whether with or without court approval), or conviction or upon a plea
of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that such person did not meet the standards of conduct set
forth in this paragraph.
B.
Determination of Entitlement to Indemnification.
Every person (and the heirs and legal representatives of such person)
referred to in Article XII.A, who has been wholly successful, on the
merits, with respect to any claim, action, suit, or other proceeding of
the character described in
Article XII.A shall be entitled to indemnification as provided in
Article XII.A as of right. Except as provided in the preceding sentence, any indemnification under
Article XII.A shall be made at the discretion of the Corporation, but only if either:
1. The Board of
Directors, acting by a quorum consisting of Directors who are not
parties to such claim, action, suit, or other proceeding, shall find
that such person has met the standards of conduct set forth in Article XII.A, or
2. Independent legal counsel (who may be regular counsel of the
Corporation) shall deliver to the Corporation their written advice
that, in their opinion, such person has met such standards.
C.
Advancement of Expenses. Expenses incurred with respect to any claim, suit, or other proceeding of the character described in
Article XII.A
may be advanced by the Corporation prior to the final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient
to repay such amount unless ultimately be determined that he is
entitled to indemnification under this
Article XII.
D.
Rights Not Exclusive. The rights of indemnification provided in this
Article XII shall be in addition to any rights to which any person (or the heirs or legal representatives of such person) referred to in
Article XII.A
may otherwise be entitled by a contract or as a matter of law and shall
be available whether or not the claim asserted against such person is
based on matters which antedate the adoption of this
Article XII.
ARTICLE XIII — WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any Director under the provisions of these Bylaws or under the
provisions of the Charter of Incorporation, the waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
A.
Review of Bylaws.
These Bylaws will be reviewed at least annually by the President of the
Corporation or any other Director approved by the Board of Directors
for any needed revisions, and such Director and the President will
inform the Board in writing of any changes that are recommended.
B.
Revisions of Bylaws.
Amendments or additions to these Bylaws must be approved by a
two-thirds vote of the Board of Directors present and voting, provided
previous written notice of the amendment has been submitted to all
Board Members at least seven (7) calendar days prior to the meeting and
a quorum is present consistent with Tenn. Code Ann. Section
48-60-301.
Adopted by the Incorporator and Statutory Director on the 21st day of August, 2002.
Certified that these Bylaws were duly adopted at the organizational
meeting of the Incorporator of the Corporation on August 21,
2002.
By Donald C.
Wood, Incorporator
Revisions:
December 15, 2004
December 19, 2007
