Bylaws – Coalition of Retired Employees

Coalition of Retired Employees (CORE) Bylaws

“For many, retirement is a time for personal growth, which becomes the path to greater freedom.” – Robert Delamontague

Coalition of Retired Employees (CORE)

Article I
Name of the Association

The name of the association shall be Coalition of Retired Employees (CORE)

Article II
Mission Statement

The mission of CORE is to serve the needs and interests of the retirees of the City of Fort Worth, Texas b 1)receiving information from the retirees regarding issues which affect them; 2) presenting retiree viewpoints to the Employees Retirement Fund (ERF) Board; and 3) taking a proactive approach with respect to benefit changes that will impact the retiree and/or the retirees eligible survivor(s).

Article III
Offices

Section l. Principal Office
The principal office of the Corporation is located in Tarrant County, State of Texas.

Section 2. Change of Address
The designation of the county or state of the corporation’s principal office may be changed only by amendment of these Bylaws.

Article IV
Nonprofit Purposes

Section 1. IRS Section 501(a) (5) Purposes
This Corporation is organized exclusively for one or more of the purposes as specified insection 501(a)(5) of the Internal Revenue Code, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under Section 501(a)(5) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes
The chief objective and purpose of CORE shall be to provide input to the Retirement Board representative and/or the Fort Worth City Council. CORE shall provide a regular review and monitor the health benefits offered to participating retirees; the Corporation officers shall speak as called upon; and members will be informed of issues affecting earned benefits.

Article V
Executive Board

Section 1. Number
The Corporation shall have a seven (7) member Executive Board composed of the President, Vice President, Secretary, Treasurer, Membership; Chair, Insurance Chair and the Retirement Board Representative.

Section 2. Qualifications
Qualifications for the Executive Board members shall be as follows: Retired City of Fort Worth employees; spouses and/or dependents who receive a survivor pension; any person with a vested interest in a City of Fort Worth Retiree (caregivers, custodians, relatives, etc.); vested active employees within five (5) years of normal retirement.

Section 3. Powers
Subject to the provisions of the laws of the State of Texas and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Board.

Section 4. Duties
It shall be the duty of the Executive Board to:

a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
b. Appoint and remove, employ and discharge and except as otherwise provided in these Bylaws, prescribe the duties of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or electronically transmitted to them at such addresses shall be valid notices thereof.

Section 5. Terms of Office
Each Board member shall hold office for a period of two (2) years and until his or her successor is elected and qualifies. Election of officers shall be held in March of each even-numbered year.

Section 6. Compensation
Board members shall serve without compensation. Members may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7. Place of Meetings
Meetings shall be held at a place or places as designated by the President of the Executive Board.

Section 8. Regular Meetings
Regular meetings of the Executive Board shall be held a minimum of six (6) times per calendar year.

Qualifications for the Executive Board members shall be as follows: Retired City of Fort Worth employees; spouses and/or dependents who receive a survivor pension; any person with a vested interest in a City of Fort Worth Retiree (caregivers, custodians, relatives, etc.); vested active employees within five (5) years of normal retirement.

Section 4. Duties
It shall be the duty of the Executive Board to:

a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or
by these Bylaws;
b. Appoint and remove, employ and discharge and except as otherwise provided in these Bylaws, prescribe the duties
of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or electronically
transmitted to them at such addresses shall be valid notices thereof.

Section 6. Compensation
Board members shall serve without compensation. Members may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7. Place of Meetings
Meetings shall be held at a place or places as designated by the President of the Executive Board.

Section 8. Regular Meetings
Regular meetings of the Executive Board shall be held a minimum of six (6) times per calendar year.

Section 9. Special Meetings
Special Meetings of the Executive Board may be called by the President of the Board, the Vice President, the Secretary, by any two board members, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board.

Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaw, or provisions of law, the following provisions shall govern the giving to notice for meetings of the Executive Board:

a. Regular Meetings: Notice will be given of any regular meeting of the Executive Board.
b. Special Meetings: At least one week prior notice shall be given by the Secretary of the corporation to each Board member of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or electronically transmitted and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

Section 11. Quorum for Meetings
A quorum shall consist of a simple majority of the members of the Executive Board.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the Board at any meetings at which the required quorum is not present, and the only motion which the President shall entertain at such meetings is a motion to adjourn.

Section 12. Majority Action as Board Action
Every act or decision done or made by the majority of the members at a meeting duly held at which a quorum is present is the act of the Executive Board, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 13. Conduct of Meetings
Meetings of the Executive Board shall be presided over by the President, or, if no such person has been so designated or, in the his or her absence, the Vice President of the corporation or, in his or her absence, by the Secretary of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the members present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Executive Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Standard Code of Parliamentary Procedure, Revised by Alice Sturgis, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.

Section 14. Vacancies
Vacancies on the Executive Board shall exist (1) on the death, resignation or removal of any board member and (2) whenever the number of authorized members is increased.

Any member may resign effective upon giving written notice to the President of the Board, the Vice President, or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. No Board member may resign if the corporation would then be left without a duly elected member or members in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Section 15. Non-liability of Members
The Executive Board shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 16. Indemnification by Corporation of Board Members or Officers
The Executive Board and officers of the corporation shall be indemnified by the corporation of the fullest extent permissible under the laws of this state.

Section 17. Insurance for Corporation Agents
Except as may be otherwise provided under the provisions of law, the Executive Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a board member, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Section 16. Indemnification by Corporation of Board Members or Officers
The Executive Board and officers of the corporation shall be indemnified by the corporation of the fullest extent permissible under the laws of this state.

Article VI
Officers

Section 1. Designation of Officers
The officers of the corporation shall be a President, Vice President, Secretary, and a Treasurer, Retiree Health and Benefits Representive, Place 7 Trustee of the Employees Retirement Fund, Membership Committee Chair and Immediate Past President. The corporation may also have a Chairperson of the Board, one or more vice presidents, assistant secretaries, assistant treasures and other officers may also be considered for service by the Executive Board.

Section 2. Qualifications
Any members in good standing shall be one whose paid dues are current.

Section 3. Election and Term of Officers
Each Officers shall hold office for a period of two (2) years and until his or her successor is elected and qualifies. Election of officers shall be held each even-numbered year. No officer shall serve more than two (2) consecutive terms.

Section 4. Removal and Resignation
Any member may resign at any time by giving written notice to the President. Any resignation shall take effect at the date or receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Executive Board relating to the employment of any officer of the corporation.

Any officer may be removed at the discretion of the Board following three (3) consecutive absences.

Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Executive Board. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President
The President shall be chief executive officer of the corporation and shall, subject to the control of the Executive Board, supervise and control the affairs of the corporation. The duties of the President shall be to call all meetings and preside at all meetings. The President may be the official contact person for the corporation and shall speak for the membership as needed. The President may designate another spokesperson as needed to represent the corporation.

Section 7. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President. The duties of the Vice President shall be to preside and/or call all meetings in the absence of the President and shall perform other duties as assigned by the President.

Section 8. Duties of Secretary
The duties of the Secretary shall be to prepare the meeting’s agenda in consultation with the President; record and distribute minutes of all meetings and keep the official copies of the corporation’s records; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall perform other duties as assigned by the President.

Section 9. Duties of the Treasurer
The duties of the Treasurer shall be to collect, record, deposit, and handle all funds that shall come to the corporation by way of dues and donations; disburse or cause to be disbursed the funds of the corporation as may be directed by the Executive Board, taking proper vouchers for such disbursements. At the end of each calendar year, an audit will be performed and approved by the Board. The Treasurer shall maintain a current membership list with amount paid and date of payment.

Section 10. Compensation
Officers and members of the Executive Board shall serve without compensation.

Article VII
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments
The Executive Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into a contract and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Executive Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President’s designee.

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Executive Board may select.

Section 4. Gifts
The Executive Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.

Article VIII

Corporate Records, Reports, Seals

Section 1. Maintenance of Corporate Records
The corporation shall keep:

a. Minutes of all meetings of the board, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times.

Section 2. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors’ Inspection Right
Every director shall have the right to inspect and copy all books, records and documents and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of precedent U.S. Supreme Court case Seattle Times Co., 467 U.S. 20 (1984): No. 82-1721 and law.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 4. Right to Copy
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extras as necessary.

Section 5. Periodic Report
The board shall cause any annual or periodic report required under the law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Article IX
IRC 501(a) (5) Tax Exemption Provisions

Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statement), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(a)(5) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 180(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to reimburse expenditures for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the remaining of Section 501(a)(5) of the Internal Revenue Code or shall be distributed by vote of the Executive Board of Directors. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation: 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article X
Amendment of Bylaws

Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of both the Executive Board of Directors and the membership.

Article XI
Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, and Corporate Charter of other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Membership Provisions of the Bylaws of
Coalition of Retired Employees (CORE)

Article XII
Members

Section 1. Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.

Section 2. Qualifications of Members
The qualifications for membership in this corporation are as follows: Retired City of Fort Worth employees; spouses and/or dependents who receive a survivor pension; any person with a vested interest in a City of Fort Worth Retiree (caregivers, custodians, relatives, etc.); and vested active employees within five (5) years of normal retirement.

Section 3. Admission of Members/Number of Members
Applicants shall be admitted to membership upon payment of annual fees. There is no limit on the number of members the Corporation may admit.

Section 4. Fee
Annual (January – December) – $5.00 year Cash or Check.
Monthly Pension Deduction – 50 cents/month.
Lifetime – $100.00 Cash or Check.

Section 5. Meetings
Regular meetings of members shall be a minimum of four (6) per year.

Section 6. Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of membership of any member shall be recorded in the book, together with the date of termination of such membership.

Section 7. Non-liability of members
A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.

Section 8. Non-transferability of Memberships
No member may transfer a membership or any right arising there from. All rights of membership cease upon the member’s death.

Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:

Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (3) days after the written notification or delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
After providing the member with reasonable written notice and an opportunity to be
heard either orally or in writing, upon a determination of the Executive Board that the
member has engaged in conduct detrimental or prejudicial to the interests or purposes
of CORE. Any person expelled from the corporation shall receive a refund of dues
already paid for the current dues period.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Article XIII
Meetings of Members

Section 1. Place of Meetings
Meetings of members shall be held at such place or places as may be designed from time to time by resolution of the Executive Board.

Section 2. Regular Meetings
A regular meeting of members shall be held annually at the first of the year for the purpose of electing directors and transacting other business as may come before the meeting. The candidate for each office receiving the highest number of votes shall be elected. Each voting member shall cast one vote, with voting being held by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.

Other regular meetings of the members shall be held as announced.

Section 3. Special Meetings of Members
Special meetings of members may be called by the Executive Board of Directors or the President of the corporation.

Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaw, or provisions of law, the following provisions shall govern the giving to notice for meetings of the Executive Board:

a. Regular Meetings. Notice will be given of any regular meeting of the membership and meetings of the Executive Board.
b. Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each Board member of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, electronically transmitted and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

Section 5. Quorum for Meetings
A quorum shall consist of a simple majority of the members of the Executive Board present at the meeting.

Section 6. Majority Action as Membership Action

Every act or decision done or made by the majority of the members at a meeting duly held at which a quorum is present is a directive to the Executive Board, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a mater by the membership.
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings may be by voice vote. Election of officers may also be by voice vote or secret ballot, whichever is most appropriate.

Section 8. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot:

shall set forth the proposed action;
shall provide an opportunity to specify approval or disapproval of each proposal;
may indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of officers, state the percentage of approvals necessary for pass the measure submitted; and
shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of voters cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Section 9. Conduct of Meetings
Meetings of members shall be presided over by the President of the Board or if there is no President or in his or her absence, by the Vice President of the corporation or in his or her absence, by a Chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Standard Code of Parliamentary Procedure, Revised by Alice Sturgis, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.