BYLAWS OF THE LUCENT RETIREES ORGANIZATION, INC.
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.
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.
Strengthen Lucent. To the extent consistent with
Retirees’ interests, help strengthen Lucent to the best of its
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.
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.
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,
Provide Information. Ensure that Retirees are
aware of pension, and other, benefit issues; and organize 100% of the
Retiree universe in support of Lucent.
Relationship With Lucent Executives. Obtain
recognition and respect from Lucent’s executives and Board of
Directors, and build solid working relationships with key individuals.
Public and Government Support. Gain the widespread
recognition and support of the public and government officials.
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.
Retiree Assistance. Assist Retirees in obtaining
counsel when situations arise that require Retiree/Lucent resolution(s).
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
Function as the primary information channel - in both
directions - between Lucent and the Retirees.
Regional Organizations. The Corporation is a
national governing organization representing nine affiliated Regional
Organizations and their members. The Regional Organizations are:
Maine, Vermont, New
Hampshire, Massachusetts, and Rhode Island.
Pennsylvania, New Jersey, Connecticut, and Delaware.
Virginia, Maryland, District of Columbia, North Carolina, and
Kentucky, Alabama, Mississippi, Georgia, Florida, and Louisiana.
New Mexico, Arkansas, Missouri, and Kansas.
Utah, Iowa, South Dakota, North Dakota, Nebraska, Minnesota, and
Ohio, Michigan, and Wisconsin.
Oregon, Idaho, and Montana.
References. The Corporation shall be referred to
as the National Organization. The affiliated organizations shall
be referred to as the Regional Organizations.
Meetings. Each Regional Organization shall hold an
annual meeting of its Members.
BOARD OF DIRECTORS
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.
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.
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.
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.
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
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.
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.
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.
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.
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:
the filling of vacancies on the Board or on any committee;
the fixing of compensation of the directors for serving on the
Board or on any committee;
the amendment or repeal of these Bylaws or the adoption of new
the amendment or repeal of any resolution of the Board which by
its terms shall not be so amendable or repealable.
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
OFFICERS EMPLOYEES AND AGENTS
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.
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.
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.
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.
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
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.
Secretary: Powers and Duties. The Secretary shall:
Keep the minutes of all meetings of the Board in books to be
kept for that purpose;
serve or cause to be served all notices of the Corporation; and
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
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.
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.
DUES, ASSESSMENTS AND EXPENSES
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.
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.
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
The Corporation shall pay all expenses of the Board and its
members in connection with approved Corporation business.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
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.
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.
OFFICE AND BOOKS
Office. The office of the Corporation shall be
located at such place as the Board of Directors may from time to time
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.
The fiscal year of the Corporation shall be the
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.
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.
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.
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.
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.
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.
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.