LEGAL DOCUMENTS
Listed below are By-Laws - Charter
REA-MLGW CHARTER
7/28/2019
RETIRED EMPLOYEES ASSOCIATION
OF MLGW, INC.
BY-LAWS (effective date 7/1/2019)
Table of Contents of By-Laws
ARTICLE I – NAME
ARTICLE II – PURPOSE AND MISSION STATEMENT
ARTICLE III - MEMBERSHIP
ARTICLE IV – ASSOCIATE MEMBERSHIPS
ARTICLE V – GENERAL MEETING
ARTICLE VI – CONDUCT OF BUSINESS
ARTICLE VII –ORDER OF BUSINESS
ARTICLE VIII – EXECUTIVE BOARD AND OFFICERS
ARTICLE IX – DUTIES OF OFFICERS
ARTICLE X – VACANCY OF OFFICE
ARTICLE XI– COMMITTEES
ARTICLE XII – ELECTION FOR EXECUTIVE BOARD
ARTICLE XIII – AMENDMENTS
BY-LAWS OF THE RETIRED EMPLOYEES ASSOCIATION
OF MLGW, INC.
ARTICLE I – NAME
The name of this organization is ‘The Retired Employees Association of MLGW, Inc.', herein referred to as REA-MLGW.
ARTICLE II – PURPOSE AND MISSION STATEMENT
Our goal is to communicate with all retirees and their families for the long term betterment of all. We will do this by communicating the truth, as best we know it, regarding any pension, insurance and/or other items pertinent to our members. Members are defined as any retired person of MLGW or their surviving spouse. We will interact on information to promote the well-being of our members for our future relationship with the MIGW administration.
Our intent is to maintain the MLGW pension as a separate entity - not to be combined with any other pension system. Our main focus is to protect and advance the rights and interests of the past, present, and future retired employees of MLGW and their families. We will accomplish this through legal and morally permissible means. We will undertake all steps and activities necessary to accommodate these purposes and to do so in a way to promote the dignity of all people involved.
ARTICLE III - MEMBERSHIP
SECTION 1 – How Received
Membership is open to all retirees of Memphis Light, Gas and Water, spouses of deceased retirees and disabled dependents and shall be received through application for membership and verification of status by the Executive Board.SECTION 2 – Members in Good Standing
Member in good standing is hereby defined to be a member who has paid all dues to REA-MLGW, or one who is not more than thirty (30) days in arrears of such payments as of the date specified for payment thereof or who has been declared exempt as defined in Article III, SECTION 6 – Exempt Dues.SECTION 3 – Dues
Dues for membership shall be based upon the figure of forty eight dollars ($48.00) per year due and payable by January 1st of each year, or four dollars ($4.00) per month paid by Credit Union draft. Members joining during the year will be pro-rated on the monthly basis for the first year of membership. Dues for surviving spouses and disabled dependents shall be the same per year as for the retiree.SECTION 4 – Delinquent Dues
Any member in arrears of payment of dues for more than thirty (30) days shall be deemed to be delinquent and not in good standing.SECTION 5- Insurance
REA-MLGW shall carry adequate insurance to cover the various functions and meetings during the year. The category amounts are as follows:A. Commercial Property CoveragePersonal Property - $10,000Business Income/EE - $38,000B. Commercial General LiabilityBodily Injury/Property Damage - $1,000,000General Aggregate - $2,000,000Fire Damage - $100,000Medical Expense - $5,000C. Board Liability - $1,000,000SECTION 6 – Exempt Dues
Any MLGW pensioner who is unable to pay dues will be exempt from annual dues subject to approval by the Executive Board. Members exempt from dues shall have the same responsibilities and privileges as a dues paying member.ARTICLE IV – ASSOCIATE MEMBERSHIPS
SECTION 1 – There will be no Associate Members.
ARTICLE V – GENERAL MEETING
SECTION 1 – Date and Time
The general membership meeting is scheduled for 11:00 AM, the second Wednesday of each month. The President may call a special session as the need arises.SECTION 2
The Vice-President, in the absence of the President, may call a special session as the need arises.SECTION 3
In the event both the President and Vice-President are absent, the Secretary will call the meeting to order as the need arises. SECTION 4
The President can designate the place of meetings with the approval of the Executive Board. An effort shall be made by the Executive Board to plan General membership meetings on a regular monthly basis at same location, as far into the future as possible. Cost of gathering place should be minimal and reasonable for acceptable facilities. ARTICLE VI – CONDUCT OF BUSINESS
SECTION 1 – Officers Required
To hold a business meeting of REA-MLGW, no less than five (5) members of the Executive Board must be present. The meeting will be open to all with those wishing to speak and after gaining prior approval.SECTION 2 – General Membership Business Meeting
At any General Membership Business Meeting for action upon all motions, a majority vote of the members present shall prevail. At any General Meeting five (5) members of the Executive Board, must be present to constitute a quorum.SECTION 3 – Rules of Order
Robert’s Rules of Order is the authority for conduct of all business for all meetings of REA-MLGW, except where modified by these By-Laws. The final authority will be those rules as shown on the Website, www.rulesonline.com.ARTICLE VII –ORDER OF BUSINESS
SECTION 1 – Order of Business for Executive Board Meetings
Call to Order
Invocation
Roll Call of Officers
Reading/Approval of Minutes of last Meeting
Official Reports
Committee Reports
Correspondence
Unfinished Business
New Business
Benediction
Closing
SECTION 2 – Order of Business for General Meetings
Call to Order
Invocation
Pledge of Allegiance
Reading/Approval of Minutes of last Meeting
Guest Speaker
Official Reports:
Committee Reports:
Business
Benediction
Closing
ARTICLE VIII – EXECUTIVE BOARD AND OFFICERS
SECTION 1 – Officers of the Retired Employees Association of MLGW, Inc.
A. The governing body of REA-MLGW shall be an Executive Board composed of nine (9) members in good standing, elected by the membership. If the Retired Pension Board Representative is not an elected REA-MLGW Board member, he/she may be an ex-officio member of the REA-MLGW Board without voting rights. The Board shall serve a term of three (3) years and shall be eligible to serve consecutive terms.
B. The officers of REA-MLGW shall be a President, a Vice-President, a Treasurer, and a Secretary, and shall be elected from within the Board by the Executive Board. The President elect must have served on the Board at least one year before becoming eligible for the position. These officers shall perform the duties prescribed by these bylaws, procedures and the parliamentary authority of the latest edition of Robert’s Rules of Order, or any other parliamentary authority adopted by REA-MLGW.
SECTION 2 –Powers of the Board
The Executive Board, as designated in Article VIII, Section 1, shall have and shall exercise all administrative and fiduciary responsibilities of REA-MLGW. By vote of the General membership the Executive Board is limited to using no more than $2500 of the REA funds without the prior approval of the General membership at the General meetings.SECTION 3 – Executive Board Meetings
1.The Executive Board will meet monthly and may meet more often when required. The President will designate the date, time, and place of the meeting.2.In the absence of the President, the Vice-President, then in his absence the Secretary, then the Treasurer will call the meeting to order with the approval of the majority of the Board.
In the absence of the President, the Vice-President, then in his absence the Secretary, then the Treasurer will call the meeting to order with the approval of the majority of the Board.3.Five (5) members shall constitute a quorum and each members must attend at least six (6) Executive Board meetings per year, with January
Five (5) members shall constitute a quorum and each members must attend at least six (6) Executive Board meetings per year, with Januarythrough December constituting a meeting year, unless the REA-MLGW Executive Board waives the attendance required. 4.Each Executive Board member must attend six (6) general membership meetings per year, unless the REA-MLGW Executive Board waives the attendance required.
Each Executive Board member must attend six (6) general membership meetings per year, unless the REA-MLGW Executive Board waives the attendance required.5.Removal of Board members – Board members may be removed by majority vote of the Board for non-performance of duties, misconduct or inability to perform due to illness or other reasons.ARTICLE IX – DUTIES OF OFFICERS
SECTION 1 – President
The President shall preside at all meetings and have general supervision of the meetings; open and close all meetings; be charged with coordinating, advising and assisting in all functions of the meetings; and insist upon proper conduct while the meetings are in session and additional duties as are defined in the Procedures.SECTION 2 – Vice-President
The Vice-President shall assist the President in all duties. In the absence of the President, the Vice-President shall act as President, assuming all duties and responsibilities of that office and additional duties as are defined in the Procedures..SECTION 3 – Secretary
The Secretary shall prepare all correspondence, as directed; record minutes of meetings; act as custodian of records; and discharge other duties as assigned by the President and additional duties as are defined in the Procedures.SECTION 4 – Treasurer
The Treasurer shall be the custodian of the funds of REA-MLGW and shall be responsible for maintaining all records of all funds in any financial institution approved by the Executive Board. The Treasurer shall perform all other duties pertinent to finances, as directed by the President and additional duties as are defined in the Procedures.SECTION 5 – Executive Board Members
Executive Board members shall assist and support the President in the management of programs, committees and services, which enhance the welfare of the membership.SECTION 6 – Sergeant-at-Arms
The Sergeant-at-Arms shall be appointed by the President and approved by the REA-MLGW Executive Board. The Sergeant-at-Arms shall assist the President in maintaining order at the meetings and shall perform any other duties the President may request, but is not an official of the REA-MLGW Executive Board, unless an elected Board Member and additional duties as are defined in the Procedures.SECTION 7 – Chaplain
The Chaplain shall be appointed by the President and approved by the REA-MLGW Executive Board. The Chaplain is not an official of the REA-MLGW Executive Board and is appointed by the President for the term set by the President, unless an elected Board Member. When in attendance, the Chaplain shall open and close the meeting with prayer. The Chaplain will assist the President in other matters requested.SECTION 8 - Ex-Officio Member
The Pension Board Retiree Representative may be an ex-officio member of REA-MLGW Executive Board without voting rights, unless an elected Board Member.SECTION 9 – Photographer
The Photographer shall be appointed by the President and approved by the REA-MLGW Executive Board. The Photographer is not an official of the REA-MLGW Executive Board and is appointed by the President for the term set by the President, unless an elected Board Member. The duties will consist documenting a visual record of the various REA-MLGW functions.ARTICLE X – VACANCY OF OFFICE
SECTION 1 – Procedure
Should a vacancy occur in any REA-MLGW office, the following procedure will prevail:
1. For the President’s office the Vice-President shall assume the
For the President’s office the Vice-President shall assume the vacancy automatically.
2. Any other vacancy, the Executive Board shall appoint an interim replacement to complete remaining term of said Board member from members in good standing having all the necessary qualifications to run for the vacated office as described in Article 12, Section 4 – Qualifications for Office. ARTICLE XI– COMMITTEES
SECTION 1 – Appointments
The President shall appoint all committees and chairpersons from the Board Members for each committee. A majority of the Executive Board must approve
the appointments.
SECTION 2 – Ex-Officio Member
The President shall be an Ex-Officio member of all committees.ARTICLE XII – ELECTION OF EXECUTIVE BOARD
SECTION 1 – Nominating Committee
The President will appoint a nominating committee chairperson from Executive Board who shall form a nominating committee of at least three (3) members in good standing. This committee will be responsible for recommending a slate of qualified candidates to fill all Board vacancies. Nominations for Executive Board members will also be accepted from the floor in meetings prior the September General Meeting. These nominations will be presented to the Nominating Committee for consideration.SECTION 2 – Ballot
1.The ballot will be mailed to each member who is in good standing at the time of the mailing.
The ballot will be mailed to each member who is in good standing at the time of the mailing.2.The ballot will have a candidate write-in space for each office, subject to qualifications in Article XII, Section 4.
The ballot will have a candidate write-in space for each office, subject to qualifications in Article XII, Section 4.3.All ballots must be original ballots. No photocopies will be accepted.
All ballots must be original ballots. No photocopies will be accepted.SECTION 3 – Election Committee
The President will appoint at least three (3) members to an election committee.Voting shall be conducted by a mail-in vote, restricted to members in good standing. The Election Committee will conduct the election and upon completion of the voting, tabulate the votes and report the results to the President, after which the Candidates and the Board will be notified. Additional instructions are defined in the Procedures section.
SECTION 4 – Qualifications for REA-MLGW Board
Any candidate nominated for elective office shall have been a member in good standing for not less than six (6) months and attended at least four (4) general membership meetings. SECTION 5 – Length of Office
Term of elective office is three (3) years to be served. One-third of the members of the Executive Board shall be elected by the membership annually.SECTION 6 – Votes Required
The three candidates receiving the highest number of votes cast shall be declared elected.SECTION 7 – Election and Installation of Executive Board Officers
The newly elected officers will be officially installed within fifteen (15) days of their election at the first Executive Board Meeting. The outgoing President or his representative may conduct the installation of new officers. Additional instructions are defined in the Procedures section.
ARTICLE XIII – AMENDMENTS
SECTION 1 – Procedure
Any and all amendments to the By-Laws shall be submitted in writing by any member in good standing to the Executive Board.SECTION 2 – Votes Required
The By-Laws may be amended by a majority vote of the Executive Board. ARTICLE XIV – PLAN OF DISSOLUTION
If at some future date REA-MLGW Executive Board and a majority of the current members in a special General Meeting , as called by the President, determine the Association should be dissolved, the following rules and protocol shall be in place and followed as closely as possible.
Before dissolution and distribution of assets, all debts and liabilities are to be paid in full, as required by contract. The President and Officers of the Executive Board, with advice from the Executive Board and the Financial Committee, shall assign necessary tasks, as determined by legal counsel, to appropriate Executive Board Members and committee members.
All current members in good standing shall have the current year’s and the previous year’s dues refunded. Any and all remaining assets shall be distributed equally all current members (excluding honorary members) in good standing for 36 months or longer prior to the point in time that dissolution of the organization is first discussed by the Executive Board.
Any monies that cannot or have not been divided among all eligible members, or monies or assets that have been overlooked or accounted for shall be distributed among the same eligible members at a later date (within 90 days or as determined by legal counsel). No donations shall be made to any political organization or charities, each dues paying member in good standing will receive information mailed to their last current address, as to the plan, process as well as summary upon end of distribution. All necessary documents will be filed with the appropriate Federal and State authorities.
The By-Laws were officially accepted on July 20, 2004 by the below listed officers and Executive Board members present:
Rubin Campbell, Sr., PresidentMary Walters, Vice-PresidentSusan Carter, SecretaryJoe Curtis, TreasurerHarry Jones, ChaplainCary WardVernon MorrisAmended by the REA-MLGW EXECUTIVE BOARD on February 4, 2009:
Sandra Kinsey, PresidentBarbara Vandemark, Vice-PresidentPat Howard, SecretaryDoris Hillhouse, TreasurerDick GardinerWillis McKinneyDee Sheats Mary WaltersMarvin Winston Amended by the REA-MLGW EXECUTIVE BOARD on April 6, 2011:
Sandra Kinsey, PresidentWillis McKinney, Vice - PresidentDee Sheats, SecretaryDoris Hillhouse, TreasurerBill CrawfordDick GardinerDot MilfordJerry OldsBarbara VandemarkAmended by the REA-MLGW EXECUTIVE BOARD on July 30, 2012:
Sandra Kinsey, President
Dick Gardiner, Vice-President
Dee Sheats, Secretary
Doris Hillhouse, Treasurer
Bill Crawford
Jerry Harwell
Jerry Olds
Betty Rome
Barbara Vandemark
Amended by the REA-MLGW EXECUTIVE BOARD on July 11, 2016:
Duncan Sheats, PresidentBill Crawford, Vice-PresidentWanza Alberson, SecretaryDoris Hillhouse, TreasurerCaroline BoneSusan CarterDick GardinerSandra KinseySam TuneAmended by the REA-MLGW EXECUTIVE BOARD on April 15, 2017:
Duncan Sheats, President
Caroline Bone, Secretary
Doris Hillhouse, Treasurer
Sandra Kinsey
Susan Carter
Sam Tune
Frances Brewer
Larry Papasan
Bill Moss
Amended by the REA-MLGW EXECUTIVE BOARD on 7/9/2019
Larry Papasan, PresidentCriss Williams, Vice - President
Duncan Sheats, SecretarySusan Carter, TreasurerTony Looney – Sergeant At ArmsDee SheatsJackie ClaytonWade StinsonWintrell Pittman