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EXXON ANNUITANT CLUB - MORRIS AREA
CONSTITUTION AND BYLAWS
ARTICLE I – NAME AND PURPOSE
SECTION 1 – NAME:
(a) The name of this organization shall be the Exxon Annuitant Club - Morris Area, hereinafter referred to as the “Club.”
(b) The Club is also known as the ExxonMobil Annuitant Club - Morris Area and as EACMA.
SECTION 2: The purposes for which the Club is organized are:
(a) To promote and preserve communications, fellowship and mutual helpfulness among Exxon, Mobil and ExxonMobil retirees and their spouses.
(b) To assist membership with communication and interpretation of ExxonMobil and government provided benefit programs including Social Security and Medicare.
The Club is not an official body of ExxonMobil and has no authority to speak on behalf of ExxonMobil on any issues. The acts, defaults, torts, and contracts of the Club, its officers and its agents shall in no way be considered the acts, defaults, torts and contracts of ExxonMobil.
ARTICLE II - MEMBERSHIP, DUES AND FEES
SECTION 1 – QUALIFICATIONS: Classes of membership shall be as follows:
(a) Regular Members: Exxon, Mobil and ExxonMobil retirees, their spouses and spouses of deceased retirees who have not remarried , who will participate in Club activities, and for whom the Club receives the ExxonMobil financial support on their behalf.
(b) Associate Members: Exxon, Mobil and ExxonMobil retirees; their spouses; spouses of deceased retirees if at the time of their remarriage they were a Regular Member of the Club; and former employees with greater than 15 years service who may have terminated without achieving retiree status, who wish to participate in Club activities, but for whom the club does not receive the ExxonMobil subsidy on their behalf. Associate Members shall pay the full cost of all Club sponsored events and functions.
(c) Honorary Members: Exxon, Mobil and ExxonMobil retirees, their spouses and spouses of deceased retirees who are unable to participate in meetings or other Club functions due to physical conditions.
SECTION 2 – DUES:
(a) The annual dues shall be determined by the Board of Directors.
(b) Honorary Members and their spouses shall pay no dues.
(c) The membership renewal fee is due by December 31 of the preceding year. Before the end of each year, the Club Newsletter will provide information on where to send membership dues.
(d) Annual dues paid by renewing members after December 31 of the preceding year shall be increased to compensate for the reduced ExxonMobil financial support. Annual dues for new members shall not be increased regardless of the time of year they join the Club.
SECTION 3 - VOTING RIGHTS: All Regular members in good standing shall have equal voting rights.
SECTION 4 – FEES: Additional fees may be requested and collected from time to time for special purposes.
ARTICLE III – MEETINGS
SECTION 1 – REGULAR MEETINGS: Regular meetings of the membership will be held a minimum of four times during the year. The dates, times and places shall be determined by the President and the Board of Directors.
SECTION 2 – SPECIAL MEETINGS: Special meetings may be called at any time by the President or the Board of Directors.
SECTION 3 – QUORUM: At all meetings of the Club, not less than one fifth of all Regular members shall be necessary and sufficient to constitute a quorum for the transaction of any business.
SECTION 4 – VOTING: The vote of a majority of Regular members present at the time of the vote shall constitute affirmative action, except for actions under Article IV, Section 3, “Removal of Officers and Directors” and Article VIII, Section 4, “Amendment of Bylaws,” both of which require an affirmative vote by two thirds of the members present.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1 - GENERAL POWERS: The affairs of the Club shall be managed by the Board of Directors, hereinafter referred to as the “Board.”
SECTION 2 - NUMBER, TERM AND QUALIFICATIONS: The Board shall consist of ten (10) members, one of whom shall be the immediate past president. Five (5) shall be the elected Officers: President, First Vice President, Second Vice President, Secretary and Treasurer. Four (4) shall be elected as Directors from the Club membership for two year terms on a staggered basis, with two (2) initially being elected for one year and two (2) for two years, and thereafter all Directors shall be elected for two years so that two Directors are elected every year.
A Director or Officer shall serve for the term of his or her office, or until death, resignation, removal or his or her successor is elected and qualified.
Directors must at all time be Regular members of the Club in good standing.
SECTION 3 - ELECTION OF DIRECTORS: Each year the Club shall elect Directors subject to the provisions of Sections 2, 4 and 5 of this Article.
SECTION 4 – REMOVAL: Any Director may be removed from office with just cause by an affirmative vote of two thirds of the Regular members present at a meeting of the Club membership. Should a vacancy occur as a result, a new Director may be elected by the membership at the same meeting to fill any unexpired term of the Director so removed.
SECTION 5 – VACANCIES: A vacancy occurring on the Board during the year and not filled under Section 4 of this Article may be filled by the Board by appointing a member from the Regular membership to fill the unexpired term.
SECTION 6 – MEETINGS: The President or any three members of the Board of Directors may call meetings of the Board.
(a) Chairperson: The President shall serve as Chairperson. In case of the President’s absence, the First Vice President shall serve as Chairperson.
(b) Quorum: The majority of Directors shall constitute a quorum for a meeting of the Board.
(c) Voting: All decisions shall be decided by a majority of the Directors present at a meeting.
ARTICLE V - OFFICERS
SECTION 1 – OFFICERS: The Officers of the Club and their respective duties are as follows:
(a) President: The President shall be the chief administrative officer of the Club and serve as Chairperson of the Board of Directors. The President will preside at all regular meetings of both the Club and the Board of Directors, appoint committee Chairs and be an ex-officio member of all committees. The President shall be the primary contact with ExxonMobil Retiree Affairs. The President shall submit an annual budget for the operation of the Club for review and approval by the Board of Directors at the first Board meeting of his term in office.
(b) First Vice President: The First Vice President shall have the responsibility to arrange luncheons and conduct programs for all regular meetings of the Club. The First Vice President will perform other duties assigned by the President and shall serve closely with all committees. In the absence of the President, the First Vice President shall perform the duties of President.
(c) Second Vice President: The Second Vice President shall have the responsibility for the Special Activity Organizations for the Club as directed by the President. The Second Vice President will perform other duties assigned by the President and shall coordinate closely with all committees. In the absence of the First Vice President, the Second Vice President shall perform the duties of the First Vice President. In the absence of the President and the First Vice President, the Second Vice President shall perform the duties of the President.
(d) Secretary: The Secretary shall be responsible for the regular publication of the Club Newsletter which will include announcements of Club meetings, programs, events, travel and other news of interest to members. The Secretary shall conduct Club correspondence, keep, and report minutes of Board of Director's meetings and actions taken at membership meetings. The Secretary shall provide a copy of the Constitution and Bylaws of the Club to any member on request and to the Communications Committee for posting on the Club web site. The Secretary shall have custody of all physical equipment and other property of the Club.
(e) Treasurer: The Treasurer shall serve as custodian for monies collected for dues, luncheons, programs and events; keep complete and accurate records of receipts and disbursements, including bank accounts; and pay bills and other disbursements authorized by the President. The Treasurer shall prepare a current financial statement and current budget status at each board meeting or upon the request of the President or Board of Directors, listing all bills paid and to whom, as well as receipts and from what source. At the end of the fiscal year the Treasurer shall prepare a financial statement to be reviewed by the President and the Board of Directors for approval and presentation to the Club and to ExxonMobil for information. The Treasurer shall provide financial assistance to the President required for the preparation of the annual Club budget as provided for in this Section and prepare all federal and state tax returns.
SECTION 2 - ELECTION AND TERM: The Officers and Directors of the Club shall be elected by the membership at the December meeting. The nominating committee will present its report and a proposed slate of officers in the Newsletter published prior to that meeting and at the meeting. Other nominations from the floor will be accepted at the December meeting provided the member nominated from the floor has agreed to serve if elected.
Each officer is elected for a term of one year or until death, resignation, removal or until a successor is qualified, whichever is later. The president shall serve no more than two consecutive terms. Officers must at all times be Regular members of the Club.
SECTION 3 – REMOVAL: Any officer may be removed from office with just cause by an affirmative vote of two thirds of the Regular members present at a meeting of the membership.
ARTICLE VI – COMMITTEES
SECTION 1 - STANDING COMMITTEES: The standing committees of the Club shall be those listed in Sections 3 through 9 of this Article. Each committee shall have such duties as usually incident to such committee and any other duties as may be prescribed by the President or Board of Directors.
SECTION 2 – COMPOSITION: Each committee, except the Nominating Committee, shall be composed of a Chairperson appointed by the President with members of the committee selected by the Chairperson and so appointed by the President. All Standing Committee Chairpersons who are not Directors may be non-voting attendees at Board meetings.
SECTION 3 - NOMINATING COMMITTEE: The Nominating Committee shall be appointed by the President in August of each year and will consist of five (5) Regular members in good standing, two (2) of whom will be respectively designated as Chairperson and Vice Chairperson by the President.
The Committee shall present a slate of Officers and members for election to the Board in a report to be published in the Club Newsletter prior to the December Club meeting and to be made at the December membership meeting.
SECTION 4 - MEMBERSHIP COMMITTEE: The Membership Committee shall seek out Exxon, Mobil and ExxonMobil retirees, their spouses and spouses of deceased retirees who live in Morris County, New Jersey and surrounding areas for enrollment in the Club. The Committee shall maintain a roll of the Club membership, compile the same and provide a roster to the Directors of the Club. Mailing address labels shall be provided to any Director or Committee Chairperson as required to conduct the legitimate business of the Club. The Committee shall not provide a roster of the membership to any person who is not a Director without the consent of the President.
SECTION 5 – DEEDS COMMITTEE: The Deeds Committee shall compile records of all Club members who complete at least 50 hours of voluntary service to a charitable organization in each year and provide this information to ExxonMobil under the guidelines established to encourage retiree participation. The Deeds Committee shall also be responsible for distributing any recognition awards provided by ExxonMobil to members who qualify.
SECTION 6 - OUTREACH COMMITTEE: This Committee shall establish a program for contacting each Club member in the case of illness, hospitalization or death of a Club member, his or her spouse and immediate family. In case of such illness, hospitalization or death, the President and the Chairpersons of the Administrative, Membership and Outreach Committees should be notified immediately.
SECTION 7 – HEALTH RESOURCES INFORMATION and ASSISTANCE COMMITTEE: This committee shall assist members with health insurance, benefits, and similar issues. This Committee shall work closely with the Outreach Committee.
SECTION 8 – AUDIT COMMITTEE: The Audit Committee shall audit the financial statements of the Club every two years and submit a report to the Board. The Audit Committee shall have three members. The chairperson shall be appointed from Club members who have previously served as Treasurer of the Club.
SECTION 9 - ADDITIONAL COMMITTEES: The President shall appoint such additional committees as are deemed necessary to the operation of the Club.
ARTICLE VII – SPECIAL ACTIVITY ORGANIZATIONS
SECTION 1: The Board shall, from time to time, establish certain Special Activity Organizations to further the purpose of providing fellowship or mutual helpfulness among the membership. Such Organizations shall exist at the discretion of the Board so long as sufficient membership interest is maintained. Each Special Activity Organization shall have a Chairperson elected by the Organization’s membership subject to the approval of the President. The Chairpersons of the Special Activity Organizations who are not Directors may be non-voting attendees at Board meetings.
Current Special Activity Organizations are listed in Sections 2 through 6 of this Article.
SECTION 2 - FINANCIAL CLUB: The Financial Club shall offer members programs covering investments, insurance, long-term care and related topics to provide assistance in managing financial planning, inheritance and related issues.
SECTION 3 - COMPUTER CLUB: The Computer Club shall offer members an opportunity to expand knowledge and skills in computing whether beginners or of advanced ability. In addition to presenting programs on topics of general interest, the Club shall also provide software and hardware information exchange among members and special presentations covering computer applications.
SECTION 4 - GOLF CLUB: The Golf Club shall provide opportunity for Club members to participate in medal/match play during Spring, Summer and Fall. The Golf Club shall also sponsor special tournaments.
SECTION 5 – LOCAL EVENTS: From time to time the Club shall arrange trips to local area attractions including, but not limited to, museums, historical sites and theatrical performances, which may include lunch at a convenient restaurant. Duration of such trips shall usually be less than one day. The Second Vice President shall be the Chairperson of this Committee.
SECTION 6 - EXTENDED TRAVEL: From time to time the Club will offer members the opportunity to participate in professionally organized travel to points of interest in the United States or overseas. Such trips usually involve at least one overnight stay.
ARTICLE VIII – GENERAL PROVISIONS
SECTION 1 - FISCAL YEAR: The fiscal year of the club shall be the period from January 1 to December 31. Payment of annual dues, terms of office and similar matters shall be computed based on the fiscal year.
SECTION 2 - CONTRACTS, LOANS, AND DEPOSITS: The Board may authorize any Officer or Chairperson to enter into a contract or deliver an instrument on behalf of the Club, and such authority may be general or confined to specific instances. No loan shall be contracted on behalf of the Club and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board and such authority may be general or confined to specific instances. All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such depository as the Board shall direct.
SECTION 3 - CLUB LIABILITY: In the event of any suit or cause of action against the Club, based on allegations of the Club’s torts, any judgment recovered may be satisfied only from the funds and property of the Club.
SECTION 4 – AMENDMENTS: These bylaws may be amended or repealed and new bylaws adopted by vote of two-thirds of the Regular members present at a regular meeting of the Club. Prior notice of any meeting at which such action is to be taken or considered must specify the purpose of the meeting and proposed changes or additions to the Bylaws. ExxonMobil shall be provided with copies of any new or amended Bylaws as they are from time to time made.
SECTION 5 – DISSOLUTION: In the event of dissolution of the Club, the Treasurer shall make a complete accounting to the members and all assets of the Club remaining after all obligations and liabilities are satisfied shall be disposed of as the Board of Directors shall direct.
Submitted by the Bylaws Committee: Elena Marvel, Chairperson
Don Engesser
Fred Stober
Arthur Thomas
George Yousko
Approved by the Board of Directors: September 25, 2001
Approved by the ExxonMobil Annuitant Club of the Morris Area membership: December 6, 2001
Amended and approved by the Board of Directors: September 17, 2003
Approved by the ExxonMobil Annuitant Club of the Morris Area membership: December 3, 2003
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President
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