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Revised June 1, 2010
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BYLAWS
OF THE HEWLETT-PACKARD/AGILENT ALUMNI CLUB
of Colorado Springs
ARTICLE I – NAME &
LOCATION
Sec. 1. The Club shall be formally named
The Hewlett Packard/Agilent Alumni Club of Colorado Springs, and shall
be informally known as The HP/Agilent Alumni Club. The Club shall be
located in the city of Colorado Springs, Colorado. The mailing address
of the Club is as specified in the Club’s Standing Rules.
ARTICLE II – PURPOSE
Sec. 1. The purpose of the Club is to
provide a means for former employees of Hewlett-Packard Company and
Agilent Technologies and their spouses to maintain social contact with
each other through regular meetings, newsletters, and various group
activities.
ARTICLE III – MEMBERSHIP
ELIGIBILITY
Sec. 1. Membership is open to all former
employees of Hewlett-Packard Company or Agilent Technologies. The spouse
or widow/widower of a former employee of either company is also eligible
for membership.
ARTICLE IV – MEMBERSHIP
RIGHTS, BENEFITS & RESPONSIBILITIES
Sec. 1. All members shall have full and
equal rights, benefits and responsibilities within the Club, including
participation in discussions, proposing and voting on motions and
amendments, voting in Club elections, furnishing refreshments, and all
other matters.
Sec. 2. Upon becoming a member of the Club, said member shall be
instructed how to access the Club website and shall be specifically
directed to the Club’s Bylaws therein.
Sec. 3. Each member household shall receive a copy of all periodic
newsletters and other general Club communications.
Sec. 4. All members shall be eligible to attend all General and Social
Meetings and other functions of the Club.
Sec. 5. All members shall continue to retain membership and good
standing within the Club so long as they make timely payment of
applicable dues.
Sec. 6. Members are responsible for respecting the privacy of others and
will not use their access to the Club’s membership or membership lists
for any commercial or charitable solicitation without the express
approval of the Club’s Board of Directors.
ARTICLE V – MEMBERSHIP
FEES AND DUES
Sec. 1. Membership Fee: The initial
membership fee for new members shall be as specified in the Club’s
Standing Rules, irrespective of when during the calendar year they join.
Thereafter, annual dues in the amount specified in the Club’s Standing
Rules, as set by vote of the members, shall be due on December 31st for
the ensuing calendar year.
Sec. 2. Change in Dues Amount: A proposal to change the amount of annual
dues must be presented in accordance with Article XVII of the Bylaws
except that any revised amount must be voted on and adopted at a General
Meeting.
Sec. 3. Dues Due Date: Annual dues for the ensuing year shall be due on
December 31st of each year and shall be payable no later than the
January General Meeting.
Sec. 4. Delinquent Dues: Members in arrears after the January General
Meeting shall be listed in the January Newsletter. Delinquent members as
of the February General Meeting shall be deleted from the membership
roster and newsletter mailing list.
Sec. 5. Reinstatement: Reinstatement to membership after having been
deleted from the rolls may be accomplished by paying the current year’s
dues in full.
Sec. 6. Refunds: Paid dues are non-refundable.
ARTICLE VI – MEETINGS
Sec. 1. General Meetings:
General Meetings are meetings at which a portion of the meeting is
devoted to the conduct of official Club business. Business will be
conducted in accordance with the Club’s Bylaws, Standing Rules and
generally accepted practices. Entertainment or other special programs
may also be included as part of the agenda. General Meetings will be
open to all members of the Club and their guests. General Meetings will
be scheduled and publicized in advance. A required number of General
Meetings shall be held each year as specified in the Club’s Standing
Rules. A quorum must be present to conduct business. The quorum will be
as defined in the Club’s Standing Rules.
Sec. 2. Social Meetings:
Social Meetings are meetings that involve only entertainment or social
activities. No official Club business may be conducted at these
meetings. There may be a cost associated with attendance at Social
Meetings. Social Meetings will be open to all members of the Club and
their guests.
Sec. 3. Special Meetings:
Special Meetings of selected portions of the membership may also be
conducted on an as-needed basis to address needs and issues related to
the Club. The President or a Committee Chairperson will make
determination as to attendees.
ARTICLE VII – CLUB
OFFICERS AND BOARD OF DIRECTORS
Sec. 1. The Club shall have a corps of
Officers composed of a President, Vice-President, Treasurer and
Secretary. These officers shall also be members of the Board of
Directors.
Sec. 2. All Officers are volunteers and shall serve without
compensation.
ARTICLE VIII - DUTIES AND
RESPONSIBILITIES OF THE BOARD
Sec. 1. The Board of Directors shall
consist of club officers including the President, Vice-President,
Treasurer, and Secretary. The President may also appoint additional
members of the Board as necessary. The Board shall be authorized to
conduct business on behalf of Club members during time periods between
General meetings subject to the limitations stated in these Bylaws.
Sec 2. The Board of Directors shall act in the best interests of the
Club and shall use good judgment and prudence in making decisions and
handling resources under their stewardship.
Sec 3. The Board of Directors shall meet at least once annually and may
meet as often as required to conduct Club business. At least 75% of the
Board of Directors must be present to hold a Board of Directors meeting.
Sec. 4. Minutes shall be taken at all Board of Directors meetings,
archived, and made available to Club members.
Sec. 5. The Board of Directors will have the authority to sign contracts
on behalf of the Club. The Board shall exercise care, diligence, and
sound business judgment when entering into a contractual agreement with
any party. Any contract that is greater than one year in duration shall
be reviewed annually by the Board of Directors.
Sec. 6. The Board of Directors will have a spending limit of $500 per
calendar year. Any amount greater than $500 per calendar year shall be
approved by the membership.
ARTICLE IX – DUTIES OF
CLUB OFFICERS
Sec. 1. President
Shall preside at all general meetings. Shall be the official
spokesperson for the Club. Shall, in the absence of the Treasurer, write
checks on the Club checking account, as required. Shall be responsible
for coordination of the content of General Meetings and for preparing a
written agenda for each General Meeting. Shall be an ex officio member
of all committees.
Sec. 2. Vice-President
Shall, in the absence of the President, preside over General Meetings.
Shall be responsible for finding and selecting programs or entertainment
for the Club Meetings and will coordinate the timing of such programs
with the President.
Sec. 3. Treasurer
Shall collect all moneys due the Club and deposit said money in the Club
checking or savings account. Shall pay bills of the Club. Shall prepare
a Treasurer’s Report for presentation at all General Meetings. The
Treasurer’s Report format is shown in the Club’s Standing Rules. Shall
maintain a current membership list with an accurate record of dues paid.
May have a petty cash fund for administrative needs. Shall work with
other Club officers to prepare an annual budget for Club operations for
the ensuing year. The budget shall be presented to the Club at the
September meeting each year. Shall compile and maintain a list of
physical and monetary Club assets. Shall prepare yearly income tax forms
as required, review said forms with the Board of Directors, and file
same with the IRS.
Sec. 4. Secretary
Shall record and maintain a file of the Minutes of all General and Board
of Directors Meetings. The Minutes of the most recent General Meeting
shall be posted on the Club website at least five days prior to the next
General Meeting. Shall be prepared to read the Minutes from the previous
General Meeting at all General Meetings, if requested. Board Meeting
Minutes shall be archived and also be available at the General Meetings.
ARTICLE X – ELECTION OF
OFFICERS
Sec. 1. A President, Vice-President,
Treasurer and Secretary shall be elected annually.
Sec. 2. The President will appoint a Nominating Committee, consisting of
at least three members, by June 1st of each year. The Nominating
Committee shall prepare a slate of willing candidates for these offices
prior to the October General meeting, to be published in the October
Newsletter.
Sec. 3. Elections will be held annually at the November General Meeting,
at which time the nominations will be read, as well as nominations
accepted from the floor. In the event of a nomination from the floor,
the Nominee must be present and must confirm their acceptance of the
nomination before their name can be added to the slate of candidates.
Once nominations are closed, the vote will be conducted by written
ballot. The Nominating Committee will immediately count the ballots and
announce the results.
Sec. 4. The term of office will run from February 1st of the ensuing
year through the following January 31st. Outgoing Officers are
responsible for briefing the Incoming Officers as well as turning over
their documents and files prior to the beginning of the new term of
office.
Sec. 5. Vacancy of an Office
If, for any reason, there is a vacancy in any elective office, the
vacancy will be filled by appointment by the Board of Directors for the
duration of the term.
ARTICLE XI – STANDING
RULES
Sec. 1. Description and Purpose:
Standing Rules will govern certain aspects of the HP/Agilent Alumni Club
operations, the specifics of which do not fit well within the Bylaws
themselves, particularly those items that are subject to periodic
change.
Sec. 2. Process for Modifying:
Any Club member wishing to modify the Club’s Standing Rules shall make
such request in writing to any Board member at any time. The Board
member will present the proposal at the next following Board meeting. By
agreement of a majority of the Board the change will be made, effective
immediately after being reported to the membership at the next regular
Club meeting. Please Note Exception—See Sec. 4 below.
Sec. 3. Rejection by the Board:
Should a proposal from a Club member not gain majority approval of the
Board, the Board member or Secretary shall respond to the proposing
member in writing, stating the reason(s) for rejection.
Sec. 4. Exception—Dues:
Any change in annual dues will be proposed by the Board following a
careful assessment of budgeted expenses and anticipated income. Any
proposal to change the amount of dues shall be presented to the members
at the October General Meeting, published in the October Newsletter and
voted on at the November meeting. If passed, the new dues amount will be
due December 31st and effective for the ensuing year.
Sec. 5. Documentation:
Upon adoption of any change, the Standing Rules will be updated and
reported in the Newsletter. The on-line copy of the Standing Rules will
also be updated.
ARTICLE XII – COMMITTEES
Sec. 1. Standing Committees
Standing Committees are committees that exist on an on-going or
permanent basis. The President may appoint replacement members to these
committees as vacancies occur.
Sec. 2. Special Committees
Special Committees are committees that exist to accomplish a specific
goal. The President may appoint Club members and a chairperson to
Special Committees as required to study and make recommendations on
issues relating to Club business. The Chairperson will report
appropriate actions and recommendations of the Committee to the
President in a timely manner. Following resolution of the issue under
the Committee’s charge, the President shall dissolve the committee. Upon
dissolution, all documents resulting from the work of such Committees
will be entrusted to the Club Secretary.
ARTICLE XIII – CLUB
COMMUNICATIONS
Sec. 1. Communications Management:
The primary means of communications with Club members shall be by
electronic means.
a. Email
b. Website
Members who do not have access to electronic communications will
generally be limited to receipt of the Newsletters via U.S. postal
delivery.
Sec. 2. Club Newsletter:
The Newsletter is the primary means of informing Club members of past
and planned Club events and activities. The Club Newsletter is normally
published on a monthly basis.
Sec. 3. Club Website:
The Club shall provide a website as a benefit to members. The Webmaster
shall be responsible for updating the website with new information from
the monthly Newsletter and photos as they are received. The website
shall contain information about past and planned Club activities as well
as current and past Newsletters. The site will also contain an
up-to-date list of Club Officers, reference documents, and other
information of interest to members.
ARTICLE XIV – LIABILITY
Sec. 1. No member or officer of the Club
shall, because of membership, be personally liable for debts,
obligations, or liabilities of the Club except in the case of fraudulent
financial transactions performed by that member.
ARTICLE XV –
NON-AFFILIATION
Sec. 1. The HP/Agilent Alumni Club is
not associated in any way with the Hewlett-Packard Company or Agilent
Technologies. The Club is an independent organization and is not a
subsidiary, affiliate, or division of the Hewlett-Packard Company or
Agilent Technologies. Neither Hewlett-Packard nor Agilent Technologies
sponsors or supports the Club nor does either Company have
representatives as members of the Club.
ARTICLE XVI – DISSOLUTION
OF THE CLUB
Sec. 1. On the occasion of a vote to
dissolve the Club, the disposition of the Club’s assets must be
resolved. Assets shall not be distributed to or divided among the
members. Physical assets may be donated to a charitable organization or
be auctioned for cash to the members of the Club. Money derived from
such auction and all other money in the club’s financial accounts shall
be donated to one or more charitable causes as recommended by the Board
of Directors and approved by the membership. Books, records and
electronic files having no monetary value shall be maintained for a
period of time as required under applicable IRS laws.
ARTICLE XVII – CHANGES TO
BYLAWS
Sec. 1. Amendments:
Amendments to the Bylaws must be submitted in writing to the Club
President at least five (5) days prior to the next General meeting and
will be read and discussed at that meeting. To be adopted, Amendments
shall be published in the subsequent Newsletter and voted on at the
first General Meeting following such publication. The amendment must
pass by a two-third majority vote of those members present at said
meeting.
Sec. 2. Scheduled Review:
In 2010 and every three years thereafter, a Bylaws committee appointed
by the President shall convene to review the Club Bylaws and introduce
amendments as are deemed appropriate.
Bylaws Revision Date: June 1, 2010
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