State Retirees Association of South Carolina
Adopted April 30, 2014
Name and Offices
A. Name. The name of this Corporation is the STATE RETIREES ASSOCIATION OF SOUTH CAROLINA (hereinafter 'SRASC'), a nonprofit corporation incorporated under the laws of the State of South Carolina.
B. Offices. The principal office of SRASC is located in Columbia, South Carolina. SRASC may also have offices at such other places as the Board of Directors or President may from time to time appoint or the purpose of SRASC may require.
Purpose and Objectives
A. Purpose. The purpose of SRASC is to provide a source of information and assistance and an advocacy that will help to maintain and maximize the benefits available for and to any person who is a beneficiary of any of the retirement systems administered by the State of South Carolina or who, within one (1) year will become eligible to become such a beneficiary.
B. Objectives. SRASC's objectives include the following:
1. To monitor the Executive, Legislative, Public Employees Benefit
Authority and the Investment Commission with reference to retirement and health insurance benefits.
2. To provide the Association's membership with timely and accurate information regarding retirement and health insurance benefits and possible or future proposals to modify or change those benefits.
3. To provide a coordinated source of information to legislative and other
State governmental officials to assist them in making decisions that affect
C. Earnings. No part of the net earnings of SRASC shall inure to the benefit of any trustee, office or individual; nor shall any of SRASC's net earnings, nor any of the property or assets of SRASC be used other than for the objectives and purposes of SRASC. SRASC shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
A. Qualification. Membership in SRASC is open to any person who is retired, or within one (1) year of being eligible to retire, under any retirement plan administered by the State of South Carolina.
B. Dues. Members shall be required to pay dues. The Board of Directors shall have the power to establish dues by a majority vote, and shall publish the dues on SRASC's website. Any Member who has not paid his or her dues may not vote at any general or special meeting of SRASC. Membership shall be terminated upon resignation, death, or if dues are not paid within sixty (60) days following notice from SRASC. If a member is removed pursuant to Article III, E, the Board of Directors may by majority vote prorate dues.
C. Rights. Unless otherwise provided in these Bylaws, any Member who is current on dues shall have the right to nominate and vote on the election of the Board of Directors at the Annual or Special Meeting, to attend Annual and Special meetings of SRASC, and to receive reports and other information released by SRASC to the membership.
D. Membership Year. The Membership year shall be one year from the date of joining.
E. Removal. Members may be removed, if deemed by majority vote of the Board of Directors to be in the best interests of SRASC, pursuant to a fair and reasonable procedure. Such procedure shall include, at a minimum, fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons therefore, and an opportunity for the member to be heard, orally or in writing, by the Board of Directors, not less than five (5) days before the effective date of the expulsion, suspension, or termination.
F. Resignation. A member may resign from SRASC at any time by providing written notice to the Treasurer and President.
Board of Directors
A. Duties. The Board of Directors shall oversee and manage the overall operations and activities of SRASC to ensure that its stated purposes are being pursued and carried out. The Board shall be responsible for setting the policy, standard procedures and goals of SRASC.
B. Qualification. Any Member of SRASC who is fully retired and not employed fulltime within a governmental organization recognized by any South Carolina retirement system may be a candidate to serve as a member of the Board of Directors of SRASC.
C. Powers. The Board of Directors, in keeping with these Bylaws and the South Carolina Nonprofit Corporation Act, shall have all powers necessary and appropriate to manage the business and affairs of SRASC.
D. Election. The members shall elect the Board by a majority vote at a general meeting of SRASC. The election of the Officers is defined in Article VI.
E. Number. The number of directors shall be twenty-three (23), which shall include the five (5) Officers of SRASC.
F. Resignation. Any Director may resign at any time by giving a written notice of resignation to the Treasurer and President. Such resignations shall take effect at the time specified.
G. Removal. Any Director may be removed with or without cause by the affirmative two-thirds (2/3) vote of the entire Board of Directors at any special or regular meeting of the Board. Upon written request of the removed Director, a review by the full Board of any removal shall occur within two (2) weeks of receipt of the request. The procedure for the removal of an Officer is set forth in Article VI.
H. Vacancies. Any vacancy arising at any time and from any cause may be filled for the unexpired term by the following procedure: At the next meeting of the Board, the Directors shall, by majority vote, elect the replacement candidate. A proposed replacement candidate shall take office immediately upon approval of the Board. The procedure for an Officer vacancy is set forth in Article VI.
I. Term. The term of each Director is two (2) years and coincides with the fiscal year. Directors serve until re-elected or their successors are elected or appointed (changes in terms of service on Board of Directors will begin with those elected at the annual meeting 2015). A Director may serve no more than three (3) consecutive terms except when filling an unexpired term due to death or resignation. Those filling an unexpired term are eligible for three (3) full terms in addition to the unexpired term. After one (1) year off the Board, Directors are eligible for re-election. The term for Officers is set forth in Article VI. Service as an Officer does not qualify as a consecutive term for purposes of this Article IV, I.
J. Reimbursement. Any Director of SRASC is authorized to receive reasonable reimbursement for actual expenses incurred when authorized by the Board or its designee. No Director of SRASC shall receive, directly or indirectly, any salary or compensation merely for acting as a Director.
Meetings of SRASC
A. Annual Meeting. SRASC shall have an Annual Meeting, to be scheduled by the Board of Directors. The date, time, and location of the Annual Meeting shall be provided to the Members at least thirty (30) days prior to the meeting. The President and Treasurer shall report on the activities and financial condition of SRASC.
B. Special Meetings. The Board of Directors may call Special Meetings of SRASC as the Board determines to be in the best interest of SRASC, and reasonable notice and the purpose of such meetings shall be provided.
C. Quorum at Annual and Special Meetings of SRASC. The quorum at Annual and Special meetings of SRASC shall be twenty-five (25) members.
D. Regular Meetings. At their discretion, any Officer or at least five (5) members of the Board of Directors may call meetings of the Board of Directors of SRASC. The date, time, and location of such meetings are to be given to Board members at least one week in advance of the meetings, except in the case of emergency meetings, when only twenty-four (24) hour notice shall be provided. The quorum at meetings of the Board is twelve (12) members.
E. Proxies. Proxies are not allowed for either establishment of a quorum or for the transaction of SRASC business.
A. Number. The Officers of SRASC include a President, a Vice-President, a Secretary, a Treasurer, and a President Emeritus.
B. Qualification. Any Member of SRASC who is fully retired and not employed within a governmental organization recognized by any South Carolina retirement system may be a candidate to serve as an Officer of SRASC.
C. Election, term of office, and vacancies. The Officers shall be elected to hold office for two (2) years coinciding with the fiscal year and serve until re-elected or until their successors are elected or appointed. An officer may serve no more than two (2) consecutive two (2) year terms. Officers of SRASC shall be elected from SRASC's membership by majority vote of the members at a general meeting of SRASC. Vacancies may be filled by majority vote at any meeting of the Board of Directors.
D. President. The President is responsible for assuming the primary leadership role in the pursuit of SRASC's purpose and objectives. As a part of that role, the President acts as the principal representative and spokesperson for SRASC, is responsible for general correspondence and communication for the SRASC, and generally presides over meetings of SRASC and of the Board.
E. Vice-President. The Vice-President assists the President in the performance of that office and fulfills the President's responsibilities when the President is temporarily absent or otherwise unable to fulfill the duties of the office.
F. Secretary. The Secretary is responsible for maintaining a complete record of the proceedings of each meeting of SRASC or the Board of Directors.
G. Treasurer. The Treasurer receives all SRASC funds, disburses them in accordance with the procedures established by the Board, and maintains books of SRASC in appropriate form. The Treasurer presents an audited account of SRASC's finances annually to the Board of Directors and prepares a proposed budget for the next fiscal year to present to the Board of Directors for approval.
H. President Emeritus. The immediate past President shall be designated the President Emeritus. The President Emeritus shall have voting rights on the Board of Directors and shall provide advice and consultation to the President, Executive Committee, and Board.
I. Compensation. Unless unanimously approved by the Board of Directors, the Officers shall not be compensated for their services but may be reimbursed as provided in Article 4.10.
J. Removal. Any Officer may be removed from office by affirmative vote of a two-thirds (2/3) majority of all the Directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interest of SRASC, for lack of sympathy with its objectives, for refusal to render reasonable assistance in carrying out its purposes or for any other reason determined by the Board of Directors. Upon written request of the removed Officer, the Board of Directors shall meet and review the removal within two (2) weeks of the request.
Committees and Committee Meetings
A. Standing Committees. SRASC shall have three standing committees to which the Board of Directors may designate or delegate authority. Each committee must be comprised of not less than three (3) members, appointed by the President.
1. Executive Committee. The Executive Committee shall be chaired by the President, and consists of the President, Vice-President, Secretary, Treasurer, and President Emeritus. The Executive Committee shall have the power to act as the Board of Directors between meetings of the Board of Directors. Any decisions needing Executive Committee approval shall require a majority vote, and shall be reported to the Board of Directors in a timely manner.
2. Nominating Committee. The Nominating Committee shall make recommendations to the Board of Directors of candidates for Director and Officer service. The committee will monitor terms of service.
3. Membership Committee. The Membership Committee shall assist the Board of Directors in growing the membership of SRASC.
B. Additional Committees. The Board of Directors, by majority vote of those Directors in office, may designate and appoint one or more additional committees as may be in the best interest of SRASC. Each such committee shall be comprised of one or more Directors.
C. Quorum and Transaction of Business. A majority of the members of a committee shall constitute a quorum for the transaction of business. The act of the majority of the committee members present at a meeting, at which a quorum exists, shall be the act of the committee.
D. Chairperson. Unless the resolution of the Board of Directors establishing the committee designates the chairperson, the President shall appoint a chairperson for each committee. A vacancy in the position of chairperson shall be filled in the manner of the original appointment. Unless the Board has appointed the members of the committee, the President, in consultation with the chairperson, shall appoint the members of the committee.
E. Committee Action. Actions taken at a meeting of any committee, including Standing Committees, shall be kept in a record of its proceedings. This record shall be reported to the Board of Directors at its next meeting after the committee meeting.
Notice and Waiver
A. Notice. Whenever these Bylaws require notice, if the notice is sent by mail it shall be sent by depositing the same in a post office or letter box addressed to the Member, Director, or Officer at his or her address as it appears in the records of SRASC. Such notice shall be deemed to have been given at the time the same is deposited in the mail. Notice shall be deemed to have been given by email or facsimile at the time such notice is transmitted.
B. Waiver. Whenever any notice is required to be given to any Director, Officer or Member by law, by the Articles of by these Bylaws, a waiver thereof in writing signed by the Director, Officer or Member entitled to receive such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.
Agents and Representatives
The Board of Directors may appoint such agents and representatives of SRASC with such powers and to perform such acts or duties on behalf of SRASC as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
A. Contracts. The Board may authorize any officer or agent of SRASC, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of SRASC. Such authority must be in writing and may be general or confined to specific matters.
B. Checks, Drafts, Notes, etc. All checks, drafts or other order for the payment of money, or note or other evidences of indebtedness issued in the name of SRASC shall be signed by the Treasurer, President, or by an approved agent of the Board with such authority.
C. Deposits. All funds of SRASC shall be deposited from time to time to the credit of SRASC in such banks, trust companies or other depositories as the Board may select.
D. Gifts. The Board may accept, on behalf of SRASC, any contribution, gift, bequest, or devise for any purpose of SRASC.
The fiscal year of SRASC shall begin on July 1 and end on June 30.
Investments and Income
SRASC shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments that a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of SRASC if such action is a prohibited transaction or would result in the denial of tax-exempt status under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Review and Amendments of Bylaws
These Bylaws shall be reviewed at least every five (5) years. These Bylaws may be amended or repealed, or new Bylaws may be adopted, by the Membership by a two-thirds (2/3) vote of those voting at any regular or special meeting.
Notwithstanding any other provisions of these Bylaws, no Member, Director, officer, employee, or representative of SRASC shall take any action or carry on any activity by or on behalf of SRASC not permitted to be taken or carried on by an organization exempt under Section 501(c)(4) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Conflict of Interest
The Board of Directors shall annually review the Conflict of Interest Policy and sign a Conflict of Interest Disclosure Statement.
Every Member of the Board of Directors and Officers of SRASC shall be indemnified by SRASC against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board or Officer in which he or she may become involved by reasons of being or having been a member of the Board or Officer of SRASC, or any settlement thereof, unless adjudged therein to be liable for criminal or grossly-negligent misconduct in the performance of his or her duties.
SRASC shall keep as permanent records minutes of all meetings of its Board of Directors, and a record of all actions taken by the directors without a meeting, and a record of all actions taken by committees of the Board of Directors. SRASC shall also maintain accounting records, and an accurate and current record of its Members and Board of Directors.
SRASC shall maintain a copy of the following at its principal office: articles of incorporation, restated articles of incorporation and all amendments to them currently in effect, its bylaws or restated bylaws and all amendments to them currently in effect, resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class of members, the minutes of all meetings of members and records of all actions approved by the members for the last three (3) years, all written communications to members generally within the past three (3) years, including the financial statements for the past three (3) years, a list of the names and business or home address of its current directors and officers, and the most recent report of each type required to be filed by the organization with the Secretary of State.
In the event of the dissolution of SRASC, after all its creditors have been satisfied or adequate provision has been made thereafter, its remaining assets shall be distributed to a similarly situated 501(c)(4) or 501(c)(3) nonprofit organization.
In the event of an emergency, as determined solely by the President, decisive action may be taken. The President shall contact the Vice-President, Secretary, Treasurer, and President Emeritus and may take only whatever action is required in the fact of the emergency and decide these matters amongst themselves on a majority vote basis. Emergencies include, but are not limited to, flood, fire, or other unexpected, catastrophic events.
If any Article, paragraph, subparagraph, sentence, clause, phrase, or word of these Bylaws is for any reason held to be unconstitutional or illegal, such holding shall not affect the constitutionality or legality of the remaining portion of these Bylaws.
Choice of Law
These Bylaws shall be interpreted under the laws of the State of South Carolina.
Robert's Rules of Order, as amended, shall guide all proceedings of SRASC.
Adoption of Bylaws
These Bylaws were adopted by the Members of The State Retirees' Association of South Carolina effective the _30th____ day of ______April_____, 2014___.