SHELL ALUMNI ASSOCIATION OF GREATER HOUSTON
BYLAWS
______(As Amended March 8, 2017)______
ARTICLE I - NAME AND PURPOSE
SECTION 1. NAME
The name of this organization shall be the "Shell Alumni Association of Greater Houston," hereinafter referred to as the "Association.”
SECTION 2. PURPOSE
The purpose of the Association shall be:
a.To promote, preserve and renew communications, fellowship, and social
contact among Shell pensioners.
b. To establish, maintain, and promote contacts and communications to and from
Shell Oil Company, hereinafter referred to as “Shell,” on matters of interest to
Shell pensioners.
The Association will organize and schedule meetings and activities which will carry out the purpose of the Association.
The Association is not an official body of Shell and has no authority to speak on Shell's behalf on any issues.
The Association is a non-profit corporation within the meaning of Section 501(c) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
SECTION 3. POWERS
The Association shall have the power, directly and indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient, to effect the purposes for which the Association is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster or attain such purposes.
ARTICLE II - MEMBERSHIP, DUES AND FEES
SECTION 1. QUALIFICATIONS
Membership:
a. All employees of Shell Oil Company, its subsidiaries, and affiliated companies who at the time of their retirement are entitled to receive pension and retiree medical benefits and who reside in the Greater Houston area.
b. Spouses of deceased members who continue to receive Shell pension benefits, and who reside in the Greater Houston area.
SECTION 2. ANNUAL DUES
The amount required for annual dues shall be determined by the Association's Board of Directors.
SECTION 3. VOTING RIGHTS
Each member shall be eligible to vote on matters requiring a membership vote at the Annual Meeting or a Special Meeting duly called.
ARTICLE III - MEMBERSHIP MEETINGS
SECTION 1. REGULAR MEETINGS
An annual meeting of the members shall be held for the transaction of business, if any, as determined by the Board of Directors. This meeting shall be known as the Annual Meeting and shall be held in the Fall of the year, the specific date, time and location of which shall be designated by the Chairman. At this meeting, the names of Board elected Officers and newly appointed Directors will be announced, and the retiring Officers and Directors will be recognized.
SECTION 2. SPECIAL MEETINGS
Special meetings may be called at any time by the Chairman or a majority of the Board of Directors.
SECTION 3. NOTICE OF ANNUAL MEETING AND SOCIAL EVENTS
Notice of the Annual Meeting of the Association shall be provided to all members. Notices regarding the social events of the Association shall be provided to members who have paid their annual dues or retired within the current year.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS
The management of all the affairs, property and interest of the Association shall be vested in the Board of Directors, which hereinafter may also be referred to as “the Board.” In addition to the powers and authorities granted by these Bylaws, and expressly conferred upon it by the Articles ofIncorporation, the Board of Directors may exercise all such powers of the Association and do all such lawful acts and things as are not prohibited by statute, these Bylaws or the Articles of Incorporation. The Directors shall perform, in addition to normal Board responsibilities, other duties as determined by the Board such as organizing Association social functions, committee activities, or a specific duty for the Board.
SECTION 2. NUMBER, TERM AND QUALIFICATIONS
The number of Directors shall be fixed from time to time by the Board of Directors which shall consist of not fewer than five (5) nor more than twenty (20) Directors including the following Officers:the President, Vice Presidents, Treasurer, and Secretary; and the past President (if he or she agrees to serve).
Directors are appointed by the Board to serve for twoyear terms. At the conclusion of the initial two year term, Directors may serve additional two year terms if duly appointed.
The Board of Directors shall have the responsibility to elect the Officers of the Association and fill vacancies on the Board of Directors from the membership.
SECTION 3. APPOINTMENT OF DIRECTORS
Each year, the Board of Directors shall appoint the new Directors from the membership to fill the vacancies occurring on the Board at the end of the fiscal year. A vacancy occurring during the year due to resignation, death or removal may be filled by the affirmative vote of a majority of the remaining Directors. A director appointed to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is appointed and qualified. Any Director position to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the Directors to serve for a term of two (2) years.
SECTION 4. REMOVAL
Any Officer or Director may be removed from office with just cause by an affirmative vote of
two-thirds of the Board of Directors.
SECTION 5. MEETINGS
Meetings of the Board of Directors may be called by the Chairman of the Board, or by any three (3) members of the Board. Notice of meetings shall specify the place, date and hour of the meeting and shall be sent to all Directors no less than five (5) days prior to the meeting date.
a. Chairman. The President shall serve as Chairman. In the case of his/her
absence, the Vice President shall either serve as Chairman or designate another
Director to serve.
b. Quorum. The presence of a majority of the members of the Board at any
meeting of the Board shall constitute a quorum for the transaction of the
Association’s business. No business shall be considered at any meeting at which a
quorum is not present.
c. Voting. All decisions shall be decided by a majority vote of the Directors
present at a meeting at which there is a quorum. In the event of a tie in the number
of votes cast for and against an item of business, the President shall have the
power to determine the outcome. If the President is unavailable or unable for any
reason to break the tie, then the Treasurer shall determine the outcome.
- Action Without a Meeting. Any action which may be taken at a meeting of
Board of Directors may be taken without such a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors following notice of the intended action to all Directors. Such consent may be given by mail, FAX, or electronic mail. The secretary shall report any such actions taken at the next meeting of the Board of Directors.
e. Action by Communications Equipment. Any action required or which may be taken at a meeting of Directors, or of a Committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
SECTION 6. COMMITTEES
Standing or special Committees may be appointed from its own number by the Board from time to time, and may be invested with such powers as the Board sees fit including, but not limited to, undertaking, organizing, managing and controlling certain approved Association activities. All Committees so appointed shall report actions taken at the next meeting of the Board of Directors and the Secretary shall minute these as appropriate.
ARTICLE V - OFFICERS
SECTION 1. OFFICERS
The Officers of the Association shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, and their respective duties are as follows, with the provision that the duties of any Vice President, theTreasurer and Secretary may be modified by the Board of Directors to take advantage of technology changes, special equipment and expertise of the individuals elected to the offices.
a. President. The President shall be the chief administrative officer of the
Association and shall serve as Chairman of the Board of Directors, presiding at all
meetings of the Board. The President shall have general supervision of the affairs
of the Association and shall perform all other duties as are incident to the office or
are properly required by the Board.
b. Vice President. The Vice President shall support the President and, in the absence of the President, shall perform the duties of the President. Each Vice President shall have such powers and discharge such duties as may be assigned from time to time by the Board.
c. Treasurer. The Treasurer shall receive and serve as custodian for all monies collected and pay all bills and other disbursements authorized by the President or the Board, and keep complete and accurate records of the receipts and disbursement, including bank accounts. 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.
d. Secretary. The Secretary shall take the minutes of each meeting of the Board
of Directors and of the Annual membership meeting and shall serve as custodian
of the minutes and other Association records. In addition, the Secretary shall
perform such other duties as determined by the President or Board of Directors.
SECTION 2. ELECTION OF OFFICERS
The Officers of the Association shall be elected by the Board. Each officer is elected to a position for a term of one (1) fiscal year. An Officer shall serve no more than two (2) consecutive terms in one position unless the Board of Directors, by an affirmative vote of two thirds (⅔) of its members, approves service for additional one (1) year terms.
ARTICLE VI - GENERAL PROVISIONS
SECTION 1. FISCAL YEAR
The fiscal year of the Association shall be the period from January 1 through December 31. Payment of annual dues, terms of office and similar matters shall be computed on the basis of the fiscal year.
SECTION 2. CONTRACTS, LOANS AND DEPOSITS
The Board may authorize any Officer or Director to enter into a contract or deliver an instrument on behalf of the Association and such authority may be general or confined to specific instances. No loan shall be contracted on behalf of the Association 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 Association not otherwise employed shall be deposited from time to time to the credit of the Association in such depository as the Board shall direct.
In the Treasurer’s absence the President and Vice President are delegated check writing privileges.
SECTION 3. ASSOCIATION LIABILITY
In the event of any suit or cause of action against the Association, any judgment recovered may be satisfied only from the funds and property of the Association.
SECTION 4. AMENDMENTS
The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of the Association.
SECTION 5. DISSOLUTION
In the event it becomes necessary to dissolve the Association, any and all assets of the Association shall be distributed to one or more non-profit organizations as the Board authorizes.
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SHELL ALUMNI ASSOCIATION BYLAWSRev: 03/08/2017
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Shell Alumni Assoc. Bylaws