BYLAWS OF THE LUCENT RETIREES ORGANIZATION, INC.

ARTICLE I  

MEMBERS

SECTION 1.      Eligibility for Membership.  The Board of Directors may establish criteria for membership, including a schedule of dues, as well as procedural requirements for prospective members.  Membership shall be open to all persons who are retirees of Lucent Technologies, Inc. and who meet the criteria and fulfill any procedural requirements established by the Board of Directors.

ARTICLE II.
MISSION

SECTION 1.      Pension Benefits.  Preserve and urge the enhancement of pension, healthcare and other benefits earned by Retirees while employed by Lucent and its predecessor and/or successor companies.  Retiree for the purposes of this document is defined as a person who has met the requirement of Lucent and its predecessors and successors to retire from the Company with retirement benefits.

SECTION 2.      Strengthen Lucent.  To the extent consistent with Retirees’ interests, help strengthen Lucent to the best of its ability.

SECTION 3.      Support Lucent.  To the extent consistent with Retirees’ interests, use its network of Retirees and lobbying and Public Relations assets, to support Lucent’s business initiatives.

SECTION 4.      Protect Retirees.  Work to ensure that fairness and justice are given to its universe of Retirees - Retirees who planned the finances of their senior years based on Lucent commitments made to them upon their retirements.

ARTICLE III.
OBJECTIVES

SECTION 1.      Maintain Pension Benefits.  Maintain the level(s) of pension and retirement benefits in effect at the time of each individual’s retirement, as well as any subsequent upward adjustments, if any.

SECTION 2.      Provide Information.  Ensure that Retirees are aware of pension, and other, benefit issues; and organize 100% of the Retiree universe in support of Lucent.

SECTION 3.      Relationship With Lucent Executives.  Obtain recognition and respect from Lucent’s executives and Board of Directors, and build solid working relationships with key individuals.

SECTION 4.      Public and Government Support.  Gain the widespread recognition and support of the public and government officials.

SECTION 5.      Recognition From Lucent.  Position the Corporation to ensure our members are recognized as the loyal persons whose hard work, dedication, loyalty and integrity helped build Lucent - persons who have earned the right to fairness and justice, and deserve returned loyalty and integrity from Lucent.

SECTION 6.      Retiree Assistance.  Assist Retirees in obtaining counsel when situations arise that require Retiree/Lucent resolution(s).

SECTION 7.      Other Organizations.  Participate as members in national and regional organizations such as the National Retiree Legislative Network (NRLN), in conjunction with voting membership and financial support so that general Retiree issues are represented in such forums.

SECTION 8.      Function as the primary information channel - in both directions - between Lucent and the Retirees.

ARTICLE IV.
FUNCTION

SECTION 1.      Regional Organizations.  The Corporation is a national governing organization representing nine affiliated Regional Organizations and their members.  The Regional Organizations are:

New England

Maine, Vermont, New Hampshire, Massachusetts, and Rhode Island.

Northeast

New York, Pennsylvania, New Jersey, Connecticut, and Delaware.

Mid Atlantic

West Virginia, Virginia, Maryland, District of Columbia, North Carolina, and South Carolina.

Southeast

Tennessee, Kentucky, Alabama, Mississippi, Georgia, Florida, and Louisiana.

Southwest

Texas, Oklahoma, New Mexico, Arkansas, Missouri, and Kansas.

Mountain

Colorado, Wyoming, Utah, Iowa, South Dakota, North Dakota, Nebraska, Minnesota, and Arizona.

North Central

Illinois, Indiana, Ohio, Michigan, and Wisconsin.

West Coast

California, Nevada, and Hawaii.

Pacific Northwest

Alaska, Washington, Oregon, Idaho, and Montana.

SECTION 2.      References.  The Corporation shall be referred to as the National Organization.  The affiliated organizations shall be referred to as the Regional Organizations.

SECTION 3.      Meetings.  Each Regional Organization shall hold an annual meeting of its Members. 

ARTICLE V.
BOARD OF DIRECTORS

SECTION 1.      Powers and Number.  The Board of Directors (herein the “Board of Directors” or the “Board”) shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation.  The number of directors shall be no greater than seventeen (17).  Subsequent to the organizational meeting of the three (3) directors named in the Certificate of Incorporation the initial number of directors constituting the Board shall be thirteen (13).  The maximum number may be increased or decreased by amendment of these Bylaws, but no decrease shall shorten the term of any incumbent director.

SECTION 2.      Election and Term of Office.  Commencing with the first annual meeting of Members the Members of each of the nine (9) Regional Organizations shall elect one (1) director.  Such directors shall be elected for a term of two (2) years, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.  The remaining four directors shall be elected for a term of two (2) years by the Board of Directors.  The Board shall include the Corporation’s President, Vice President, Secretary and Treasurer.  The three (3) persons named in the Certificate of Incorporation shall serve as directors for the purpose the organizational meeting of the Corporation and they shall serve until a President, Vice President, Secretary and Treasurer are elected and qualified by the Board.

SECTION 3.      Removal.  Any director may be removed, for cause, by vote of a majority of the directors then in office, at any special meeting for the Board called for that purpose.

SECTION 4.      Resignation.  Any director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

SECTION 5.      Vacancies and Newly Created Directorships.  Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the directors then in office, and the directors so elected shall serve until the next annual meeting.

SECTION 6.      Place and Time of Meetings. The annual meeting of the Board shall be held at a time and place fixed by the Board.  The time and place for holding regular meetings shall be fixed by the Board.  A special meeting may be called at any time by the President or by written demand of any seven (7) directors at any time and place specified by them.

SECTION 7.      Notice of Meetings.  Notice of the time and place of each regular, special or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be mailed to each director, postage prepaid, addressed to him or her at his or her resident or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least five (5) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by hand delivery, or facsimile or similar means, no less than forty-eight (48) hours before the time at which such meeting is to be held.  Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

SECTION 8.      Quorum and Voting.  At all meetings of the Board of Directors, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.  Except as otherwise provided by law or these Bylaws, any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present at the time of the vote shall be the act of the Board.

SECTION 9.      Action by the Board.  Any action required or permitted to be taken by the Board or by a committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents shall be inserted in the minute book of the Corporation with the minutes of the proceedings of the Board or committee.  Participation of one or more directors by conference telephone allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

SECTION 10.   Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may establish and appoint an executive and any other standing committees.  The President shall appoint the chairperson of each committee.  Each committee so appointed shall consist of three (3) or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

1.   the filling of vacancies on the Board or on any committee;

2.   the fixing of compensation of the directors for serving on the Board or on any committee;

3.   the amendment or repeal of these Bylaws or the adoption of new Bylaws; and

4.   the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

SECTION 11.   Committees of the Corporation.  The Board of Directors may elect or appoint committees of the Corporation consisting of such persons who may, but need not be directors, as the Board of Directors shall designate.  These committees shall have such duties as permitted by law and as deemed appropriate by the Board.

ARTICLE VI.
OFFICERS EMPLOYEES AND AGENTS

SECTION 1.      Officers.  The officers of the Corporation shall consist of a President, a Vice President, Secretary, a Treasurer, and such other officers, including an Executive Director, as the Board of Directors may from time to time elect.

SECTION 2.      Election, Term of Office and Removal.  The Officers of the Corporation shall be elected for a two (2) year term at the annual meeting of the Board of Directors immediately following the election of directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.  Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.

SECTION 3.      Other Agents and Employees.  The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary each of whom shall hold such position at the pleasure of the Board of Directors, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

SECTION 4.      Vacancies.  Any vacancy in any office may be filled by the Board of Directors.  Any officer so elected shall hold office until the next annual meeting of the Board of Directors or until the election and qualification of his or her successor.

SECTION 5.      President: Power and Duties.  The President shall preside at all meetings of the Board of Directors and shall generally supervise the affairs of the Corporation.  He or she shall keep the Board of Directors fully informed.  He or she shall have the power to sign alone, unless the Board of Directors shall specifically request an additional signature, in the name of the Corporation, all contracts authorized either generally or specifically by the Board of Directors.  The President shall also have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.  In the absence or inability of the President to act, within a 48 hour period, a Vice President selected by the Board shall perform all duties and may exercise any of the powers of the President.

SECTION 6.      Vice President: Powers and Duties.  A Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.

SECTION 7.      Secretary: Powers and Duties.  The Secretary shall:

a.        Keep the minutes of all meetings of the Board in books to be kept for that purpose;

b.       serve or cause to be served all notices of the Corporation; and

c.        perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.

SECTION 8.      Treasurer: Powers and Duties.  The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks, brokerages or depositories as the Board of Directors may designate.  Whenever required by the Board of Directors, he or she shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

SECTION 9.      Executive Director: Powers and Duties.  The Executive Director is not a member of the Board.  She/He is a contract consultant of the Corporation receiving a monthly payment for service as approved by the Board.  The contract for services will be opened for renewal consideration and reviewed at the start of each calendar year.  The Executive Director shall act as the President’s administrative aide, and shall coordinate the efforts and communications of each of the Regional Organizations.  She/He may be assigned various administrative duties as decided by the President.

ARTICLE VII.
DUES, ASSESSMENTS AND EXPENSES

SECTION 1.      The Treasurer shall propose the calendar year budget at the Annual meeting of the Board.  The budget shall consist of contracted payments to the Executive Director, Board member expenses and all other expenses (pre-approved fixed or special) that may be projected for the fiscal year.

SECTION 2.      To cover budgetary needs, annual dues of $25 per member are recommended.  Lesser amounts will be accepted where judged necessary.  No matter the case, all members will be represented regardless of fee adjustments.  A one-time gift in 2003 of $350 per founding member shall create the Corporation’s initial fund and shall satisfy lifetime Membership in the Corporation.

SECTION 3.      Should an expense arise that was not included in the budget, the President or Executive Director shall poll the Board members for approval of the expenditure.  If approved, the Treasurer shall make a request for the amount of such approved expenditure and journal this money separately from the regular budget funds.  The Treasurer shall be restricted from making payments exceeding an approved expenditure unless special authorization is given by the Board.

SECTION 4.      The Corporation shall pay all expenses of the Board and its members in connection with approved Corporation business.

ARTICLE VIII.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS

SECTION 1.      Checks, Notes and Contracts.  The Board of Directors is authorized to select the banks, brokerages or depositories it deems proper for the funds of the Corporation.  The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences or indebtedness to enter into contracts or to execute and deliver other documents and instruments.

SECTION 2.      Investments.  The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

ARTICLE IX.
OFFICE AND BOOKS

SECTION 1.      Office.  The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

SECTION 2.      Books.  There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Board of Directors.

ARTICLE X.
FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

ARTICLE XI.
AMENDMENTS

These Bylaws may be amended at any meeting of the Board of Directors by a vote of the majority of the entire Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two-thirds of the entire board.

ARTICLE XII.
INDEMNIFICATION

(a)             Except as otherwise provided by law, no director or officer of the Corporation shall be liable to any person other than the Corporation based solely on such director’s or officer’s conduct in the execution of such office unless such conduct constituted gross negligence or was intended to cause the resulting harm.
(b)            Except as provided in paragraph (c), the Corporation shall indemnify any person made, or threatened to be made, a party to any action or proceeding, whether criminal or civil, including an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or such person’s testator or intestate, is or was a director or officer including also an action by or in the right of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such director or officer served in any capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereon, and to the extent permitted by law shall advance monies in respect thereof.
(c)             The Corporation shall not indemnify any director or officer if a judgment or other adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
(d)            The Corporation shall, to the full extent permitted by law, purchase and maintain insurance to indemnify its directors or officers, and to indemnify the Corporation for any obligation which it incurs as a result of indemnification of directors or officers.

ARTICLE XIII.
DISSOLUTION

SECTION 1.      Vote of Members.  The disposition of all, or substantially all, of the assets of the Corporation; approval of a plan of merger or consolidation, or authorization of a plan of dissolution shall be approved by two-thirds of the votes cast at a meeting of members; provided that blank votes or abstentions shall not be counted in the number of votes cast.

SECTION 2.      Treasurer Responsibilities.  Upon dissolution of the Corporation, the Treasurer shall calculate the assets remaining after payment of any and all liabilities.  The Treasurer shall present a financial report to the Board containing the information necessary for the Board to determine distribution of the remaining assets and property of the Corporation consistent with the Certificate of Incorporation and the Internal Revenue Code.