GM LANSING
SALARIED RETIREES CLUB
BYLAWS
TABLE
OF
CONTENTS
Underlined Entries Link to Specific
Article
Article 1
Name
The name of this
organization shall be GM Lansing Salaried Retirees Club.
Article 2
Nonprofit Status
The Club shall be a non
profit organization, organized under the laws of the State of
Michigan.
Article 3
Purpose
The purpose of the Club is
to:
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(a) |
Provide GM
Lansing salaried retirees, their spouses and surviving spouses an
opportunity to co-mingle with former associates at various
fraternal, educational, and social activities. |
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(b) |
Act as liaison with GM, the Lansing GM Operations, and other GM
retiree organizations with the same, or similar, objectives.
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(c) |
Carry out such
other functions and duties as permitted by nonprofit corporations
under Michigan law and pursuant to the controlling provisions of the
Internal Revenue Code and any tax exemptions granted to the Club. |
Article 4
Membership
Membership shall be open to
all salaried retirees, their spouses or surviving spouses from any
Lansing area General Motors division and from any other division of
General Motors who choose to affiliate with the Club and pay dues
thereto.
Article 5
Officers and Directors
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The Board of
Directors: |
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(a) |
The offices of
President, Vice-President, Secretary, and Treasurer. |
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(b) |
A minimum of five Additional Members. |
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(c) |
The Last Past President. |
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All members of the
Board of Directors, henceforth known as "the Board", shall serve a minimum term of one
(1) year. |
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Duties of
the Board: |
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(a) |
Be responsible for general
supervision of all Club activities. |
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(b) |
Appoint
replacements for Board members who can no longer serve out their
terms. |
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(c) |
Protect
properties/assets of the Club. |
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(d) |
Oversee the
functioning of the Nominating and Audit Committees. |
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(e) |
Serve as Chairperson of a committee,
as directed by the President. |
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Duties of President: |
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(a) |
Preside at all meetings and, with the
Board, maintain a general supervision of interests
and properties of the Club. |
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(b) |
Be an ex officio member of, and
appoint all committee persons, except the Nominating and the
Audit Committees. |
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(c) |
Vote only in the event of a tie. |
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(d) |
Call special meeting of either the
Board, or membership, when necessary. |
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(e) |
Issue Club checks during absence of
the disability of Treasurer. |
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Duties of Vice-President: |
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(a) |
Assume duties of President during
his/her absence or disability. |
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(b) |
Chair the Activities Committee. |
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Duties of Secretary: |
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(a) |
Take, print, and distribute minutes
of all Board and general membership meetings. |
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(b) |
Maintain a file of all necessary
records and deliver file to succeeding Secretary. |
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(c) |
Maintain a file of Club policy
statements/historical records and distribute as directed by the
President. |
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Duties of Treasurer: |
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(a) |
Receive all monies and deposit in a
financial institution, approved by Board. |
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(b) |
Write Club checks with approval of
Board. |
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(c) |
Maintain and provide financial
reports to Board and general membership as
requested. |
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(d) |
File all required government forms. |
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(e) |
Deliver all financial records/forms
to succeeding Treasurer and Audit Committee. |
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(f) |
Chair the Finance Committee. |
Article 6
Committees
The Club may have the
following committees or any other committees as designated by the
Board and appointed by the President. The number
of committee members shall be at the discretion of the President and
serve at the pleasure of the President.
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(a) |
Activities Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to the Vice-President. |
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(2) |
In charge of planning and
implementing: |
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[a] |
Educational activities. |
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[b] |
Programs for the annual meeting and
other meetings. |
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[c] |
Social activities. |
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(b) |
Finance Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to the Treasurer. |
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(2) |
Responsible for planning annual
budget. |
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(3) |
Establish annual dues. |
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(4) |
Assist Treasurer as directed. |
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(5) |
Provide Membership Committee names
of dues paid members. |
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(c) |
Membership
Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to the Board. |
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(2) |
Prepare and maintain a membership
roster. |
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(3) |
Print and mail meeting notices,
newsletters, and membership roster. |
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(4) |
Establish and maintain a telephone
committee, with assigned parts of the membership roster, so that
Club members may be contacted by phone, as required by the
President or Board of Directors. |
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(5) |
Maintain current members and recruit
new members for the Club. |
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(d) |
Newsletter
Committee: |
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(1) |
Chairperson to be appointed by the
President, and responsible to the Board. |
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(2) |
Organize, edit, publish, and
distribute a newsletter for Club members at least twice a year,
and as otherwise directed. |
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(e) |
Legislative/Benefits Monitoring Committee: |
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(1) |
Chairperson to be appointed by the
President, and responsible to the Board. |
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(2) |
Keep Board and Club
members abreast of: |
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[a] |
Developments relative to GM
benefits. |
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[b] |
Other retiree benefits. |
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[c] |
Legislative action. |
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(f) |
Nominating
Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to the Board. |
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(2) |
Consist of four (4) members. |
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(3) |
Prepare annual slate of candidates
(one (1) for each position): |
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[a] |
All Officers. |
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[b] |
Board Members. |
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(4) |
Recommend four members for
Nominating Committee to be nominated from the floor at the
annual meeting. |
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(g) |
Audit Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to Board. |
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(2) |
Consist of a minimum of three
(3) members. |
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(3) |
Examine and audit all records of the
Treasurer. |
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(4) |
Report findings as of end of month
preceding the
annual meeting. |
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(h) |
Bylaws Committee: |
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(1) |
Chairperson to be appointed by the
President, and be responsible to the Board. |
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(2) |
Prepare bylaws for the Club. |
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(3) |
Recommend amendments as required. |
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(i) |
Public Relations/Website
Committee: |
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(1) |
Chairperson to be appointed by the
President, and
responsible to the Board. |
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(2) |
Perform public relations duties as
required. |
Article 7
Dues
The Board will establish
dues
annually, after receiving the report and
recommendations of the Finance Committee, and the amount of dues shall
be announced at the annual meeting.
Article 8
Meetings and Quorums
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(a) |
Membership meetings will be held at
least once per year and such other meetings as the President may
direct. A quorum will consist of the members present
and voting. |
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(b) |
The Board will meet at
such times as the President or the Board shall
determine; however, a minimum of four (4) meetings per year will
be held. The Secretary shall give written notice or verbal notice of each meeting, to each member of the Board,
at least one (1) week prior to the meeting. |
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(c) |
At any Board meeting,
five (5) members will constitute a quorum. If a quorum is
not present, the meeting will be adjourned. |
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(d) |
If the President and Vice-President
are absent from a Board meeting, the Last Past President will
conduct the meeting; if the Last Past President is also absent,
the Treasurer will conduct the meeting; if the Treasurer is also
absent, the Secretary will conduct the meeting. |
Article 9
Order of Business
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(a) |
The order
of business at all business meetings
shall be follows, unless otherwise noted: |
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(1) |
Reading of the minutes
of the previous meeting (Note: The minutes may be mailed and the
reading waived). |
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(2) |
Approval of Agenda. |
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(3) |
Reports of Officers. |
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(4) |
Reports of Committees. |
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(5) |
Communications. |
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(6) |
Unfinished Business. |
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(7) |
New Business. |
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(8) |
Adjournment. |
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At the
annual meeting, appropriate action will be taken on the report
of the Audit Committee before the report of the Treasurer may be
approved and filed. |
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(b) |
Orderly
parliamentary procedures shall govern at all meetings. All
questions of procedure, not otherwise covered herein shall be
determined in accordance with the latest edition of "Robert's
Rules of Order". |
Article 10
Nominations and Elections
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(a) |
The election of
officers and Board members will take place at the annual
meeting. |
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(b) |
No other person will
be eligible for election unless his/her name, endorsed by at
least ten (10) members, is filed with the Secretary at least
thirty (30) days prior to the annual meeting. |
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(c) |
Written notice of the
election shall be sent to each member ten(10) days prior to the
annual meeting, containing a list of all persons nominated for
election. |
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(d) |
The term of office for
all elected officers Board members, will be from the day of
election at the annual meeting, for a period of one (1) calendar
year. |
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(e) |
Voting will be by
voice vote or hand count, except in the case of a contested
office, which will be by written secret ballot. Prior to
such a vote, the President shall appoint a chief teller and
three (3) other tellers to tally
the ballot. |
Article 11
Adoption of Bylaws
These bylaws, as adopted by the incorporators,
shall be effective until the first annual meeting of the Club, at
which time they shall be submitted for approval by a majority of
those present and voting. Thereafter, amendments to these
bylaws may be approved only as follows:
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(a) |
Any member of the Board
may submit a proposed written amendment, approved by two-thirds of the members of the
Boards at any regular or special meeting.
The proposed amendment shall be submitted to the membership with
the notice of the next annual meeting, and
ratified by a majority vote at that
meeting. |
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(b) |
Any member may submit a proposed
written amendment, approved by five (5) members, at least thirty (30)
days prior to the next annual meeting. A proposed amendment
shall be submitted to the membership with the notice of the
next annual meeting, and ratified by a
majority vote at that meeting. |
Article 12
Miscellaneous
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(a) |
The fiscal
year of the Club, unless mandated by the Internal Revenue
Service to be a calendar year, shall be from September 1 to the
following August 31. |
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(b) |
All
publications, notices and press releases must have the approval
of the President or Board, and no member of the
Club shall have the power to enter into any contract on behalf
of the Club without the approval of the Board,
which approval, in emergencies, may be granted after the fact. |
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(c) |
Pursuant
to the provisions of 1987 PA 170, an officer or Director shall
not be personally liable to the corporation, or its members, for
monetary damages for any alleged breach of the officer's or
Director's duties. However, this provision shall not
eliminate the officer's or Director's duties or limit the
liability of the officer or Director, for any of the following: |
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(1) |
breach of the
officer's or Director's duty of loyalty to the Club, or its
shareholders or members; |
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(2) |
acts or omissions not
in good faith, or that involve intentional misconduct, or a
knowing violation of the law; |
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(3) |
improper use of
corporate assets; |
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(4) |
a transaction from
which the officer or Director derives an improper personal
benefit; |
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(5) |
an act or omission
occurring before the date of filing of these bylaws; or, |
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(6) |
an act or omission
that is grossly negligent. |
The Club hereafter assumes all liability to any person, other than
the Club or its members, for any other acts or omissions of the
officer or Director, except as provided for above, occurring on or
after the date of filing of these bylaws.
Article 13
Distribution of Assets
Upon dissolution of the Club, any assets remaining, whether real,
personal, mixed, cash, securities or otherwise, shall be given
to the Capitol Area United Way, or any other organization qualified
under applicable Internal Revenue Service laws to accept such
assets, and such assets shall not inure to the benefit of any
private persons or corporations.
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Approval and Ratification |
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APPROVED BY THE MEMBERS OF THE GM LANSING
SALARIED RETIREES CLUB ON THIS SEPTEMBER 13, 2007 |
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Additional Information
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HISTORY |
| 1. |
As of October 1988
there were approximately 2,300 retirees from Oldsmobile, Fisher
Body, and BOC. |
| 2. |
October 20, 1988, the
groups name was changed to "G.M. Lansing Salaried Retirees
Club". This club will be mainly a social function club
that will establish contact with other G.M. Retiree Clubs and
obtain and communicate as much information as possible to fellow
G.M. retirees. |
| 3. |
January 1991, the toll
free telephone number for central processing to all G.M. Groups
is:
1-800-828-9236 |
| TDD |
1-800-872-8682 |
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POLICY |
| 1. |
The President shall
identify to the Secretary actions of the Board of Directors
which will be considered club policy. The Secretary will
maintain a list of such policies ad distribute them to the Board
of Directors when requested by the President.
(adopted May 18, 1989) |
| 2. |
Attorney Donald Reisig
will contribute his services in the preparation of our by-laws
and in our incorporation as a tax exempt (#382833914), nonprofit
organization. In return the Club will recognize him in our
newsletters.
(adopted December 15, 1988) |
| 3. |
Mailings to the
membership should be sent out at least twice a year. This
includes the newsletter plus other information. |
| 4. |
A member of the Board
of Directors should be on each Club committee to help
coordinate. |
| 5. |
A calendar of club
activities should be established at the first or second meeting
by the Board of Directors and be distributed as early as
possible to members. |
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Note: The following are
deletions from the original history document. This was
done June 9, 2000 |
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Paragraph 10 was amended by the
GMLSRC Board at their weekly meeting, June 15, 2000. |
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4. |
Guests will not be invited to our programs or
membership meetings without prior approval of the Board of
Directors
(adopted March 7, 1989) |
| 5. |
Beginning September 1,
1991, members who wish to have mail forwarded to a temporary
address will have the option of checking a box on the new
membership forms for first class mailing of Club information.
Cost for this service will be $7.50. Cost is otherwise
$5.00 for regular mailing.
(adopted November 15, 1990) |
| 6. |
The nominating
committee should attempt to have Fisher Body and Oldsmobile
members equally represented as nominees for elected officers. |
| 7. |
Dropping names from
the membership list will require action by the Board of
Directors. |
| 10. |
The Club will publish
all items submitted by the GM and Lansing Fisher women's
organizations in our newsletter as well as GM Service Parts
Group and BOC public relations. |
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