BYLAWS OF THE INL RETIRED EMPLOYEES ASSOCIATION (IREA)
BYLAW I.
MEMBERSHIP
(a) Eligibility for Membership. Any person is eligible to become a member of this Association, with full voting and other privileges, provided that such person has retired under a retirement plan of an employer affiliated with the Idaho National Laboratory (INL) site, or has reached the retirement age (typically 55) for such a retirement plan, or is a surviving spouse of such a retiree. (10-2011)
(b) Duration of Membership. Membership in this Association may terminate by voluntary withdrawal as herein provided, or otherwise as provided in these rules. All rights, privilege, interest of a member in and to the association shall cease on termination of membership. Membership shall be non-transferable. Any member may, by giving written notice of such intention, withdraw from membership. Any member, who after notice to the member’s last know address and who is delinquent in dues for more than six months, shall by that fact have terminated that person’s membership in the Association.
BYLAW II.
OFFICERS AND COMMITTEES
(a) Board of Directors. The Board of Directors (Board, formerly referred to as the Executive Committee) shall consist of the President, Vice President, Secretary, Treasurer, and at least five at-large members who chair Association committees or perform functions designated by the Board (e.g., Legal Support), all of whom shall be members of this Association. It shall have supervision, control, and direction of the affairs of the Association, and shall execute the policies and decisions of the active membership, shall actively promote the Association’s objectives, and shall have discretion in the disbursement of funds. It may adopt such rules for the conduct of its business as shall be deemed advisable and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems or reports. (10-2011)
(b) Vacancies. Vacancies in any office may be filled for the balance of the term thereof by the Board. (10-2011)
(c) Terms of Office. Regular terms of office for the President, Vice President, Secretary, Treasurer, and the members at-large shall be one (1) year and until the election and qualification of successors. (2-1996)
Any Board member failing to attend three consecutive Board meetings without prior notification to the President or Secretary and/or failure to fulfill their responsibilities on the Board shall be asked to resign by the President. The said Board member may request a review by the Board at their next scheduled meeting. (5-2001)
(d) President. The President shall be the chief officer of the Association, and shall be present at and chair the meetings of the Association and of the Board. The President shall be a member ex-officio of all committees, and shall communicate to the Association such matters and make such suggestions as may, in such person’s opinion, tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office.
(e) Vice-President. The Vice-President shall perform all duties of the President during the absence of the President. The Vice-President shall be a member ex-officio, of all committees. (2-1996)
(f) Secretary. The Secretary shall attend all meetings of the Association and the Executive Committee, and make provisions for the keeping of a record of proceedings (i.e., minutes). (10-2011)
(g) Treasurer. The Treasurer shall establish machinery for the collection of dues. Including the keeping of an account of all monies received and expended for use of the Association, and shall make disbursements authorized by the Board. All sums received by the Treasurer shall be deposited in the bank or banks approved by the Board. The Treasurer shall make a report at Board meetings or when called upon by the President. Funds may be withdrawn only on the signature of the Treasurer or other designated person(s) approved by the Board. (10-2011)
(h) Records. The funds, books, and vouchers in the hands of the Secretary and the Treasurer shall, at all times be subject to verification and inspection by the elective officers of this Association. At the expiration of the term of office of the Secretary and the Treasurer, such officers shall deliver to the successors all books, money, and all other property of the Association, together with a brief report of the standing of the Association. (8-1993)
BYLAW III.
MEETINGS
(a) Board of Directors. The Board shall meet monthly on a date and location specified by the President. A Board meeting may be cancelled by the President, if it appears that a quorum of Board members cannot attend the meeting. A quorum shall consist of at least five Board members, including the President and/or the Vice-President. The President shall determine the agenda for the meetings. The usual parliamentary rules as laid down in Robert’s Rules of Order shall be followed, when not in conflict with these Bylaws. (10-2011)
(b) General and Annual Meetings. General Meetings of the Association shall be held at such time and place as determined by the Board. General Meetings may or may not involve the conduct of official business requiring action by the members. A General Meeting designated as the Annual Meeting of the Association shall be held during the month of May. The Annual Meeting shall be held for electing officers and at-large Board members, and for transacting other business as determined by the Board, including changes to member dues. Notice of the General and Annual Meetings, including information on items requiring action by the members, shall be mailed to the last recorded address of each member at least fifteen (15) days prior to the scheduled meeting date. (10-2011)
(c) Special Meetings. Special meetings of the Association may be called at any time by the President, or in his absence, the Vice-President, on the written request of the majority of the Board, or on the written request of not less than twenty (20) members of the Association. Fifteen (15) days notice of any special meeting must be given to the members of the Association, and the notice must state the object of the meeting. (10-2011)
(d) Quorum. A minimum of twenty-five (25) members of the Association at any General, Annual, or Special Meeting of the Association shall constitute a quorum. (10-2011)
BYLAW IV.
MAIL VOTE
When, in the judgment of the Board, any question shall arise that should be put to a vote of the active membership, and when it deems it inexpedient to call a special meeting for that purpose, it may, unless otherwise required by these Bylaws, submit the matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes receive by mail within four (4) weeks after submission to the membership. Action taken in this manner shall be as effective as action taken at a duly called meeting.
BYLAW V.
AMENDMENTS
These Bylaws may be amended, repealed, or altered, in the whole or in part, by a simple majority vote at any duly organized meeting of the Association. These Bylaws shall take precedence over any differences in wording between the Bylaws and the IREA Articles of Incorporation. (10-2011)
BYLAW VI.
LIABILITIES
Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent, or employee shall be liable for the acts or failure to act of any other member, or officer, agent or employee of the Association. Nor shall any member officer, agent, or employee be liable for his acts or failure to act under these Bylaws, except only acts or omissions arising out of his/her willful malfeasance.
BYLAW VII.
FUNDS
(a) Finances. This Association is not intended as a profit making organization, nor is it founded with the expectation of making a profit. This Association shall use its funds only for objects and purposes permitted under the Articles of Association and these Bylaws.
(b) Dues. Any significant increase (>10%) in the annual dues required for membership in the Association shall be determined by vote of the active members, on recommendation by the Board. (10-2011)
(c) Bonding. Persons entrusted with the handling of Association funds may be required, at the discretion of the Board, to furnish, at Association expense, a suitable fidelity bond.
Approved by membership vote on October 26, 2011