Bylaws

IBM South Florida
Quarter Century Club
and Alumni Association

Bylaws

Article I. Name & Mission
Article II. Objectives
Article III. Membership
Article IV. Board of Directors
Article V. Officers
Article VI. Committees
Article VII. Election Procedures
Article VIII. Membership Meetings
Article IX. Amendments
Article X. Dissolution

ARTICLE I. NAME AND MISSION

Section 1.    Name. The name of this organization is the IBM South Florida Quarter Century Club & Alumni Association. Formal abbreviation: IBMSFQCCAA and Association used here in.

Section 2.   Mission. The mission of the IBM South Florida Quarter Century Club & Alumni Association shall be to encourage, facilitate and enhance the fellowship and camaraderie which was developed through many years of service and association in the IBM Corporation through planned social events for members and guests as well as organized and meaningful participation in community activities and projects which will lead to the improvement and betterment of the quality of the lives of the residents of the Greater South Florida Area.

Section 3.   Tax Status. We are a not for profit organization operating under Internal Revenue Code Section 501C-7.

ARTICLE II. OBJECTIVES

Section 1. To provide recognition of those who have completed twenty-five years of service and those alumni with a minimum of 5 years of service with the IBM Corporation. Membership and recognition will be extended to spouses of deceased ex-IBM employees meeting the aforementioned criteria.

Section 2. To enhance the image of the Membership and the IBM Corporation in the Greater South Florida business and community environments.

Section 3. To provide expertise and knowledge, gained from years of association with the IBM Corporation, to others through organized volunteerism in community based programs and projects.

Section 4. To promote fellowship and camaraderie through events arranged to accommodate the desires of the membership.

Section 5. To strengthen communications between IBM and those QCC members with twenty-five years or more of service and Alumni with a minimum of 5 years service with IBM.

Section 6. To do any other thing as permitted by law that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the Association.

Section 7. The Association will not pursue monetary gain or profit directly or indirectly for itself or its members.

ARTICLE III. MEMBERSHIP

Section 1. Membership. Membership in this Association will be open to any individual who is a member of the IBM Quarter Century Club or who had or has been employed by IBM for at least 5 years. Surviving spouses of such individuals are also eligible for membership.

Section 2. Duties of Membership. The duties of members are to (a) elect the Board of Directors, (b) ratify the Bylaws, (c) discharge any other responsibilities as appropriate.

Section 3. Application for Membership. An application for membership, authorized by the Board of Directors, shall be prepared including a statement releasing the Association, its officers, members, and agents from liability in case of accident, injury or misadventure in connection with Association activities. The application will be made available on the Association's web site. Applicants will be encouraged to read the Bylaws.

Section 4. New Members. Prospective members must print, fill out and sign the Application for Membership available on the website and mail it to the Association along with a check made out to IBMSFQCCAA for the then current annual dues. A new member shall be officially received into the IBM South Florida Quarter Century Club & Alumni Association by an officer of the Association. This can be done by letter, phone, e-mail, or at a meeting of the membership.

Section 5. Dues. Payment of annual dues is required to become and remain a member in good standing. Annual dues are established by the Budget Committee and approved by a majority vote of the Board and are payable when joining the Association. Payment for renewal of membership for the upcoming year is due by October 31^st and will be considered delinquent as of the first of the new year.

Section 6. Good Standing. Members in good standing shall be entitled to participate in all Association activities and be on distribution lists to receive information and notices.

Section 7. Termination of Membership. Membership ceases when a member resigns, dies, or fails to pay dues.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Governing Body. There shall be a Board of Directors (the Board) which is the governing body of the IBM South Florida Quarter Century Club & Alumni Association. The primary purpose of the Board is to conduct the affairs and activities of the Association.

Section 2. Qualifications. Members of the Board must be members in good standing who have consented to individual acceptance of responsibility to foster the achievement of the mission of the Association.

Section 3. Composition. The Board shall consist of not less than (4) members nor more than nine (9) members including the officers.

Section 4. Election and Term of Office. Members of the Board shall be elected annually from candidates nominated in accordance with Article VII of this document.
(a) Election - for continuity purposes, members of the Board will be elected annually such that approximately one-half (1/2) of the Board is turned over in any one year.
(b) Term of office - the term of office for each member of the Board is two (2) full years. No member may serve more than two (2) full terms in succession. Association members selected to fill an unexpired Board Member term shall remain eligible for two (2) full terms on their own. In the event that there are insufficient candidates available for Board Membership the above term limits may be suspended.

Section 5.     Vacancies. Vacancies arising on the Board in the interim between annual elections shall be filled by a majority vote of the remaining members of the Board for the balance of the term. A Director may be removed when, in the opinion of a majority of the Board of Directors, sufficient cause exists for such removal.

Section 6.    Responsibilities. The responsibilities of the Board shall include but not be limited to:
(a) Creating the annual objectives/priorities for the Association.
(b) Creating the annual financial operating plan for the Association based on the budget prepared by the Treasurer and approved by the Board. The fiscal year of the Association shall extend from 1 January to 31 December.
(c) Managing contract commitments for the Association. Only the Board of Directors, duly authorized by a majority of Quorum, is authorized to enter into contracts, purchase orders, other commitment of funds, or resources of the Association.
(d) Ensuring that the financial obligations of the Association are met.
(e) Setting goals and objectives for events, programs and projects for the Association.
(f) Approving the allocation of funding for events, programs and projects of the Association.
(g) Approving any and all proposed amendments to the Bylaws prior to submission to the membership for formal vote.
(h) Creating and dissolving committees of the Association as needed.
(i) Establishing the amount of the annual dues based upon operating fund requirements.
(j) Conducting annual membership drive.
(k) Ensuring all members in good standing have the opportunity to participate and receive the benefit of all activities.

Section 7.   Board Meetings. On an annual basis, there shall be at least (2) regular meetings of the Board of Directors. Additional meetings may be held, as needed, at the call of the President. Emergency Board meetings may be called via e-mail by an officer and one additional Board member giving 10 days notice. All other Board meetings shall be posted on the Association's website and announced by e-mail at least 30 days prior to the meeting.

Section 8. Attendance at Board Meetings. Board members are expected to be present at every regular Board meeting. Any Board member who is absent from three (3) consecutive Board meetings shall be considered to have resigned unless there are unusual/extenuating circumstances. The Board will review each individual situation and make the final determination.

Section 9.  Quorum. A Board quorum to conduct Association business shall consist of a majority of the Board members. A simple majority vote of the attendees shall be sufficient to pass on Association business. The President or Vice President must be present at all Board meetings. No proxy votes will be considered.

Section 10.  General Association Procedures. Roberts Rules of Order Newly Revised shall be the parliamentary procedure for all business meetings.

ARTICLE V. OFFICERS

Section 1. Officers. Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer.

Section 2. Duties.
(a) Duties of the President

i. Preside at all meetings of the Board, general member meetings as well as special events and social functions.

ii. Assume responsibility for the overall affairs of the Association on behalf of the Board of Directors.

iii. Confirm the appointment of members of all committees.

iv. Is an ex-officio member of all committees.

v. Countersign all commitments for expenditures in excess of $250 and sign checks in the absence of the Treasurer.

vi. Conduct routine and ordinary business of the Association, including making expenditures of up to $250. The President shall confer with the Board to determine the course of action for non-routine business.

vii. Assume overall responsibility for the supervision and planning of all events, programs and projects sponsored by or under the auspices of the Association.

viii. Endeavor to maintain good working relationship with the IBM Corporation.

(b) Duties of the Vice President

i. Assist the President with the responsibility of the oversight of the Association and its activities.

ii. Assume responsibility and perform all duties of the President in his/her absence, disability, resignation or death.

iii. Sign checks in the absence of the President.

iv. Serve as Chairperson of the Audit Committee which shall annually audit the financial records of the organization as prepared by the Treasurer and report the results of said audit to the Board.

v. Acts as Director of Operations in the event that any Association activities are not covered by responsibilities of the other officers and /or active committee chairmen.

(c) Duties of the Treasurer

i. Maintain overall responsibility for the annual financial operating plan and budget for the Association and serve as Chair of the Budget Committee.

ii. Maintain a complete record of all financial transactions of the Association.

iii. Assume responsibility for all revenue and expenses related to any events, programs, or projects.

iv. Approve all Association expenditures up to $250. Fund disbursements over $250 require an additional signature of the President or the Vice President.

v. Deposit all Association funds in a bank approved by the Board.

vi. Assure that all legitimate financial obligations are met, including handling bank transactions and issuance of checks.

vii. Assume responsibility for creating and presenting a Treasurers report at every Board meeting and an annual report at the annual meeting of the Membership.

viii. Annually, prior to each fiscal year, present a proposed budget to the Board of Directors and subsequently to the Association members. Note: The Board shall then prepare a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for these purposes, unless otherwise ordered by action of the Board.

ix. Assure that an annual audit of the books is completed and presented to the Board for review.

(d) Duties of the Secretary

i. Create and maintain copies of minutes for Board meetings, general membership meetings as well as any special events, programs or projects that need to be documented.

ii. Conduct all official correspondence for the Association.

iii. Maintain attendance logs for meetings and events.

iv. Serve as Registered Agent of the Corporation.

v. Oversee the operation of the Association's web site and its content.

(e) General

Officers, by virtue of their office, shall be members of the Board of Directors
No officer shall, for reason of his/her office, be entitled to receive any salary or compensation other than reimbursement for monies personally spent on behalf of the Association.

ARTICLE VI. COMMITTEES

Section 1. Standing Committees. There shall be standing committees representing the interest of the Association as required by the Board. They may include but not be limited to Community Programs, Membership, Newsletter, and Special Events.

Section 2. Special Committees. Special committees may be appointed by the Board of Directors to perform specific tasks and/or projects and will be dissolved at the completion of that work.

ARTICLE VII. ELECTION PROCEDURES

It is the expectation that Board openings will be filled by volunteer members of the Association. Any member of the Association in good standing may volunteer to serve on the Board of Directors by sending a written notice to the Secretary by mail or e-mail at least sixty (60) days prior to the annual meeting of the Association.

a) If the number of volunteers exceeds the number of open Board positions then an election will be required and the Secretary will mail or e-mail the Slate of Candidates to all Association members at least 3 weeks prior to the Annual Meeting. Each Association member shall indicate his or her selection for Board members and either return the marked ballot to the Association Secretary no later than one week prior to the Annual Meeting or print the Ballot and bring it to the Annual Meeting in person. At the Annual Meeting the Ballots shall be counted and witnessed by the Association Vice President assisted by two [2] independent Members in attendance. Those candidates receiving the highest number of votes will be elected to the Board of Directors.

b) In the event that the number of volunteers does not exceed the number of open Board positions, then the volunteering members will be considered to have been elected to serve on the new Board of Directors

c) Subsequent to the Annual meeting and the establishment of a Board of Directors, the new Board will conduct an Organizational Meeting prior to the end of the then current year for the purpose of selecting the Officers of the Association who shall be President, Vice President, Secretary and Treasurer, all of whom shall serve in that capacity for a term of one year.

d) It will be the obligation of the outgoing Directors to familiarize the new Directors with their new responsibilities so as to promote a smooth transition. Association members will be notified in a timely manner of the names and contact information for the newly elected officers. The new officers will be installed at an Installation Meeting attended by the outgoing officers and any Members who wish to attend. The Installation Meeting will occur not more than six weeks following the Annual Meeting.

ARTICLE VIII MEMBERSHIP MEETINGS

Section 1. First Annual Meeting. The first Annual Meeting of the Association will occur in 2011 within 14 days after Thanksgiving. An Annual Meeting will be held each year thereafter within 14 days after Thanksgiving. Notification of exact time and place will be mailed or e-mailed to all members at least eighteen (18) days prior to the meeting.

Section 2.    General Meetings. At least one (1) meeting of the general membership shall be held during the year. This shall be the annual business meeting. The date of this meeting will be determined by the Board of Directors. Notification of the meeting shall be mailed or e-mailed to all members at least eighteen (18) days prior to the meeting.

Section 3.    Quorum. A quorum shall consist of at least fifteen percent (15%) of the members in good standing present in person or by written proxy. Proxies must be received prior to the meeting.

Section 4.    Majority. A simple majority of votes cast by members in attendance, and those proxy votes provided prior to the meeting, shall carry a motion in meetings. Propositions that must be reviewed and approved by the entire membership shall not be voted on in meetings unless the Secretary ascertains that twenty percent (20%) or more of the entire membership is represented. Such propositions will normally be voted on by means of a e-mailed ballot in which each member may indicate his/her choice and return it to the Association Secretary. An issue shall carry if it receives a majority of the votes on ballots received by the date specified on the ballot.

Section 5.    Special Meetings. Special meetings may be called upon request to the Secretary by fifteen percent (15%) of the members. The request must state the objective of the special meeting. Notice of the special meeting shall be mailed or e-mailed to all members at least seven (7) days prior to the meeting and shall clearly state the matters to be considered at such meeting.

ARTICLE IX AMENDMENTS

Section 1. Amendments to the Bylaws may be recommended by any of the following:

The Board of Directors.
A committee appointed by the President.
The request of a majority of the members present at any Association member meeting at which a quorum is present.

Section 2. The Board will review and approve the wording of all proposed amendments prior to their being submitted to the membership for a vote.

Section 3. After review and approval by the Board, amendment(s) will be submitted to the total membership by mail and/or e-mail and shall carry by a simple majority (more than one-half) of the votes returned by the date stated on the ballot.

Section 4. Any amendments submitted to the membership by mail and/or e-mail must be given at least three weeks turnaround for response.

ARTICLE X DISSOLUTION OF THE ASSOCIATION

Section 1. A motion to dissolve the Association can be presented to the membership as a result of, but not limited to, any of the following:

Recommendation of the Board of Directors.
At the request and subsequent vote of a majority of the members present at any Association member meeting at which a quorum is present.
Inability to obtain sufficient members to serve on the Board of Directors.

Section 2. Any motion to dissolve the Association must be put to a vote by the entire membership at a general meeting at which 20% of the membership votes.

Section 3. On dissolution of the Association, any funds remaining in the treasury or any owned assets shall be distributed to United Way of Palm Beach County.

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