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TELCO RETIREES’ ASSOCIATION, INC.

BYLAWS

ARTICLE I NAME

THE TELCO RETIREES’ ASSOCIATION, INC. IS THE LEGAL NAME OF THE 501c-4 ORGANIZATION REPRESENTING RETIRED AND ACTIVE EMPLOYEES OF THE FORMER PACIFIC BELL, NEVADA BELL,SBC, AND AT&T.  @ 7/10/2014 by unanimous vote

 ARTICLE II PURPOSE

THE ASSOCIATION WILL ACT TO REPRESENT THE INTERESTS OF ALL MEMBERS AND THEIR DEPENDENTS IN MATTERS OF PENSIONS, HEALTH-CARE ANDRETIREE BENEFITS AFFECTING THEIR QUALITY OF LIFE.@ 7/10/2014 by unanimous vote

. @ 8-24-23by unanimous vote

ARTICLE III MEMBERSHIP

MEMBERSHIP IN THE TELCO RETIREES ASSOCIATION, INC. IS OPEN TO ALL ACTIVE, FORMER AND RETIRED PACIFIC BELL, NEVADA BELL, SBC, AND AT&T EMPLOYEES @ 5/13/2013 by unanimous vote.

ARTICLE IV PRINCIPAL OFFICE

THE PRINCIPAL OFFICE ADDRESS WILL BEDESIGNATED APPROVED BY THE BOARD OF DIRECTORS. THE MAILING ADDRESS FOR FINANCIAL MATTERS SHALL BE THAT OF THE TREASURER or other approved Board member.@ 8-24-23by unanimous vote

ARTICLE V ELECTIONS AND TERMS OF OFFICE

SECTION 1.  THE FORMAL ELECTION (OR RE-ELECTION) OF OFFICERS AND DIRECTORS SHALL OCCUR AT THE ANNUAL MEETING OF THE ORGANIZATION.@ 1/11/2024 by unanimous vote

SECTION 2.  OFFICERS/DIRECTORS SHALL BE CONFIRMED BY A VOTE OF THE MEMBERS IN ATTENDANCE AT THE ANNUAL MEETING.  A MAJORITY OF THE VOTES CAST WILL DETERMINE THE ELECTION.  TWENTY OR MORE ELIGIBLE MEMBERS PRESENT AT THE MEMBERSHIP MEETING SHALL CONSTITUTE A QUORUM.@ 8-24-23by unanimous vote

SECTION 3.  ALL ELECTED OFFICERS AND DIRECTORS WILL NORMALLY SERVE A THREE (3) YEAR TERM OF OFFICE.  HOWEVER, THE TERM OF OFFICE IS NOT FINITE AND ALL ELECTED OFFICIALS SERVE WITH THE APPROVAL OF THE GENERAL MEMBERSHIP.  @ 7/10/2014 by unanimous vote

ARTICLE VI ORGANIZATION STRUCTURE

SECTION 1.  SUBJECT TO THE PROVISIONS OF THE CALIFORNIA NON-PROFIT 501C-4PUBLIC BENEFIT CORPORATION LAW, THE ACTIVITIES AND AFFAIRS OF THIS ASSOCIATION SHALL BE CONDUCTED IN ACCORDANCE WITH ALL EXISTING LAWS AND ALL POWERS SHALL BE EXERCISED BY OR UNDER THE DIRECTION OF THE BOARD OF DIRECTORS.@ 7/10/2014 by unanimous vote

SECTION 2.  THE ORGANIZATION WILL CONSIST OF PRESIDENT, SECRETARY, TREASURER,AND BOARD OF DIRECTORS.  PRESIDENT, SECRETARY, TREASURER WILL BE HANDLED BY A MINIMUN OF 2 PEOPLE.AND A MINIMUM OF THREE (3) MEMBERS OF THE BOARD OF DIRECTORS.@ 8-24-23by unanimous vote

SECTION 3.  ALL OFFICERS HAVE EQUAL VOTING RIGHTS WITH BOARD MEMBERS WITH THE EXCEPTION OF THE PRESIDENT, WHO WILL VOTE ONLY IN THE EVENT OF A TIE.

ARTICLE VII OFFICER DUTIES

IT SHALL BE THE DUTY OF THE OFFICERS AND BOARD OF DIRECTORS TO PERFORM ANY AND ALL DUTIES IMPOSED UPON THEM COLLECTIVELY OR INDIVIDUALLY BY LAW, AND BY THE TELCO RETIREES ASSOCIATION, INC.BY-LAWS.

SECTION 1.  THE PRESIDENT SHALL BE THE CHIEF EXECUTIVE OFFICER OF THE ASSOCIATION AND SHALL, SUBJECT TO THE ADVICE ANDCOUNSEL OF THE BOARD OF DIRECTORS AND THE BYLAWS, EXECUTE ALL LEGAL DOCUMENTS AND SUPERVISE AND CONTROL THE AFFAIRS OF THE ASSOCIATION AND THE ACTIVITIES OF THE OFFICERS.  HE OR SHE SHALL PERFORM ALL DUTIES INCIDENT TO HIS OR HER OFFICE AND SUCH OTHER DUTIES AS MAY BE REQUIRED BY LAW AND THE BYLAWS OF THIS ASSOCIATION.  THE PRESIDENT, OR A DESIGNATED REPRESENTATIVE, SHALL, IN THE NAME OF THE ASSOCIATION, EXECUTE CONTRACTS, BONDS, CHECKS AND OTHER INSTRUMENTS, WHICH ARE AUTHORIZED BY THE BOARD OF DIRECTORS.

THE PRESIDENT OR A DESIGIGNATED REPRESENTATIVEREPRESENTS THE TELCO RETIREES ASSOCIATION, INC. IN MATTERS OF LEGAL ISSUES.@ 7/10/2014 by unanimous vote

THE PRESIDENT INTERFACES, ON A REGULAR BASIS, WITH THE TELCO TREASURER ON MATTERS OF BANKING, MEMBERSHIP, SUPPLIES, AND OTHER MATTERS RELATED TO FEDERAL AND STATE LEGAL ISSUES.

SECTION 2.  IN THE ABSENCE OF THE PRESIDENT OR IN THE EVENT OF HIS OR HER INABILITY OR REFUSAL TO ACT, A DEISIGNATED REPRESENTATIVE SHALL PERFORM ALL THE DUTIES OF THE PRESIDENT, AND WHENSO ACTING SHALL HAVE ALL THE POWERS OF, AND BE SUBJECT TO, ALL THE RESTRICTIONS ON THE PRESIDENT. 

SECTION 3.  THE SECRETARY SHALL CERTIFY AND KEEP THE ORIGINAL, OR A COPY, OF THESE BYLAWS AS AMENDED OR OTHERWISE ALTERED TO DATE KEEP MINUTES OF ANNUAL MEETINGS AND OTHER MEETINGS OF THE ASSOCIATION OR DIRECTORS AS REQUIRED BY LAW OR AS DIRECTED BY THE PRESIDENT OR OTHER PRESIDING OFFICER.  PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND SUCH OTHER DUTIES AS MAY BE REQUIRED BY LAW OR BY THESE BYLAWS, OR WHICH MAY BE ASSIGNED TO HIM OR HER FROM TIME TO TIME BY THE PRESIDENT OR THE BOARD OF DIRECTORS.

SECTION 4.  THE DUTIES OF THE TREASURER WILL BE TO HAVE CHARGE AND CUSTODY OF, AND BE RESPONSIBLE FOR, ALL FUNDS AND SECURITIES OF THE ASSOCIATION IN BANKS, TRUST COMPANIES, OR THE NAME OF THE ASSOCIATION IN BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES AS SHALL BE SELECTED BY THE BOARD OF DIRECTORS.  RECEIVE, AND GIVE RECEIPT FOR, MONIES DUE AND PAYABLE TO THE ASSOCIATION FROM ANY SOURCE WHATSOEVER.

DISBURSE, OR CAUSE TO BE DISBURSED, THE FUNDS OF THE ASSOCIATION AS MAY BE DIRECTED BY THE PRESIDENT AND BOARD OF DIRECTORS, TAKING PROPER VOUCHERS FOR SUCH DISBURSEMENTS, KEEP AND MAINTAIN ADEQUATE AND CORRECT ACCOUNTS OF THE ASSOCIATIONS’ PROPERTIES AND BUSINESS TRANSACTIONS, INCLUDING ACCOUNTS OF ITS ASSETS, LIABILITIES, RECEIPTS AND DISBURSEMENTS, RENDER TO THE PRESIDENT AND DIRECTORS WHENEVER REQUESTED, AN ACCOUNT OF ANY OR ALL OF HIS OR HER TRANSACTIONS AS TREASURER AND OF THE FINANCIAL STATUS OF THE ASSOCIATION.

IN GENERAL, PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF TREASURER AND SUCH OTHER DUTIES AS MAY BE REQUIRED BY LAW, OR BY THE BYLAWS OF THE ASSOCIATION, OR WHICH MAY BE ASSIGNED TO HIM OR HER FROM TIME TO TIME BY THE BOARD OF DIRECTORS.

ARTICLE VIII ELECTIONS AND ANNUAL MEETING

SECTION 1.  NOTICE OF THE ANNUAL GENERAL MEMBERSHIP MEETING WILL BE COMMUNICATED TO ALL ELIGIBLE MEMBERS THIRTY (30) DAYS OR MORE PRIOR TO THE SCHEDULED MEETING.  THE NOTICE SHALL INCLUDE THE ELECTION OR RE-ELECTION OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS AS WELL AS MATTERS REQUIRING A VOTE OF THE GENERAL MEMBERSHIP.  THE NOTICE SHALL INCLUDE THE DATE, TIME, AND PLACE OF THE ANNUAL MEETING.

SECTION 2.  THE PRESIDENT SHALL CALL MEETINGS, AS NEEDED AND AGREED TO, OF THE BOARD OF DIRECTORS.  THE ANNUAL MEETING SHALL BE USED TO ELECT OFFICERS AND THE BOARD OF DIRECTORS, TO APPROVE THE FISCAL YEAR BUDGET AND TO REVIEW ALL PLANS ANDPROGRAMS OF THE ASSOCIATION FOR THE COMING YEAR.  SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE CALLED BY THE PRESIDENT OR A MAJORITY OF THE BOARD OF DIRECTORS.   @ 8/24/23by unanimous vote

ARTICLE IX BOARD OF DIRECTORS MEETINGS

MEETINGS OF THE BOARD OF DIRECTORS TO BE SCHEDULED ON An as needed BASIS. NOTIFICATION OF THE MEETINGS TO BE ANNOUNCED ONE (1) MONTH IN ADVANCE.  SPECIAL MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD UPON FOUR (4) DAYS NOTICE BY FIRST CLASS MAIL OR FORTY-EIGHT (48) HOURS NOTICE DELIVERED PERSONALLY BY E-MAIL OR TELEPHONE.

ARTICLE X DUES AND ELIGIBILITY TO VOTE

SECTION 1.  ANNUAL DUES FOR MEMBERSHIP SHALL BE ESTABLISHED BY THE BOARD OF DIRECTORS TO PROVIDE FOR ALL NECESSARY OPERATING EXPENSES OF THE ORGANIZATION.ANNUAL DUES MAY BE SUSPENDED OR ADJUSTED BY THE BOARD OF DIRECTORS.

SECTION 2.  ALL ELIGIBLEMEMBERS OF THE ASSOCIATION IN ATTENDANCE AT THE ANNUAL MEETING MAY CAST THEIR VOTES ON ALL ISSUES REQUIRING APPROVAL OF THE GENERAL MEMBERSHIP.

ARTICLE XI COMMUNICATIONS

SECTION 1.  A NEWSLETTER WILL BE SENT TO ALL MEMBERS OF THE ASSOCIATION.  THE NEWSLETTER TO INCLUDE NOTICES OF FORMAL MEETINGS, UPDATES ON LEGISLATIVE AND CORPORATE ISSUES AFFECTING PENSIONS, HEALTH BENEFITS AND OTHER ITEMS OF ASSOCIATION INTEREST. @ 8-24-23by unanimous vote

THE NEWSLETTERWILL BE EMAILED TO ALL MEMBERS WITH COMPUTER ACCESSAND POSTED ON THE WEBSITE.@ 8-23-23THE NEWSLETTER WILL BE MAILED TO ALL OTHER MEMBERS. @ 7/10/2014 by unanimous vote

ARTICLE XII MANAGEMENT OF FINANCES

SECTION 1.  THE OFFICERS AND BOARD OF DIRECTORS WILL DESIGNATE THE BANKING INSTITUTIONS IN WHICH TELCO RETIREES ASSOCIATION, INC. FUNDS WILL BE DEPOSITED AND MAINTAINED.

SECTION 2.  A REPORT ON THE FINANCIAL STATEMENTS OF THE TELCO RETIREES ASSOCIATION, INC.  WILL BE MADE AVAILABLE ANNUALLY OR UPON REQUEST AS DETERMINED AND DEEMED NECESSARY BY THE BOARD OF DIRECTORS.  THE REPORT WILL BE MADE AVAILABLE TO MEMBERS UPON REQUEST.

SECTION 3.  THE FISCAL YEAR OF THE TELCO RETIREES ASSOCIATION, INC. WILL BE JANUARY 1 THROUGH DECEMBER 31.

SECTION 4.  INDIVIDUAL DISBURSEMENTS NOT TO EXCEED EXPENSECATEGORYBUDGET LIMITS PROVIDED IN THE CURRENT ANNUAL BUDGET APPROVED BY THE BOARD OF DIRECTORS SHALL BE AUTHORIZED BY THE TRASURER.  REIMBURSEMENT REQUESTS BY A BOARD MEMBER OR AGENT SHALL BE APPROVED BY THE TREASURER.@ 8/24/2023 by unanimous vote

SECTION 5.  SHOULD AN EXPENSE ARISE THAT WAS NOT CONTEMPLATED OR INCLUDED IN THE ANNUAL BUDGET, THE PRESIDENT SHALL POLL THE MEMBERS OF THE BOARD OF DIRECTORS FOR APPROVAL OF THE EXPENDITURE PRIOR TO ITS PAYMENT.  A SIMPLE MAJORITY OF THE BOARD OF DIRECTORS WOULD BE REQUIRED.

SECTION 6.  EXCEPT AS OTHERWISE SPECIFICALLY DETERMINED BY RESOLUTION OF THE BOARD, OR AS OTHERWISE REQUIRED BY LAW, CHECKS, DRAFTS, PROMISSORY NOTES, ORDERS FOR THE PAYMENT OF MONEY, AND OTHER EVIDENCE OF INDEBTEDNESS OF THE ASSOCIATION SHALL BE SIGNED BY TREASURER OR ANY OTHER AUTHORIZED MEMBERS OF THE BOARD OF DIRECTORS.@8/24/23 by unanimous vote

SECTION 7.  THE BOARD OF DIRECTORS MAY ACCEPT ON BEHALF OF THE ASSOCIATION CONTRIBUTIONS, GIFTS OR GRANTS TO BE USED TO FURTHER THE AIMS AND GOALS OF THE TELCO RETIREES ASSOCIATION, INC.  INACCORDANCE WITH OUR BYLAWS AND OUR MISSION STATEMENT.

SECTION 8.  DUES ARE PAYABLE UPON ADMISSION INTO THE TELCO RETIREES ASSOCIATION, INC. AND THEREAFTER,AS DETRMINED, BY THE BOARD OF DIRECTORS.

ARTICLE XIII PROFESSIONAL SERVICES

SECTION 1.  IT IS CONTEMPLATED THE ORGANIZATION MAY REQUIRE PROFESSIONAL SERVICES SUCH AS LEGAL COUNSEL, ADVERTISING, DATA ADMINISTRATION, PUBLIC RELATIONS, PROXY SPECIALISTS AND ACCOUNTING SERVICES.  THE PRESIDENT AND TREASURER, WITH THE APPROVAL OF A MAJORITY OF THE BOARD OF DIRECTORS WILL BE AUTHORIZED TO BIND THE ORGANIZATION CONTRACTUALLY IN NEGOTIATIONS FOR SUCH SERVICES.

SECTION 2.  EXCEPT FOR THE AUTHORITY GRANTED IN SECTION 1 ABOVE, NO DIRECTOR OR OFFICER OF THIS ORGANIZATION SHALL HAVE THE POWER OR AUTHORITY TO BORROWMONEY ON ITS BEHALF, PLEDGE ITS CREDIT OR MORTGAGE ITS ASSETS OR EXPEND ASSOCIATION FUNDS OR INCUR INDEBTEDNESS EXCEPT WITHIN THE SCOPE OF THE BY-LAWS AND TO THE EXTENT OF THE AUTHORITY DELEGATED BY RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS.

SECTION 3.  NO OFFICER OR MEMBER OF THE BOARD OF DIRECTORS WILL RECEIVE COMPENSATION FOR THEIR TIME OR EFFORTS DURING THEIR TERM OF OFFICE.  REIMBURSEMENT TO COVER EXPENSES INCURRED FOR ASSOCIATION BUSINESS TO BE SUBMITTED TO THE OFFICE OF THE TREASURER AND APPROVED BY THE TREASURER AND ONE BOARD MEMBER (OTHER THAN THE ONE REQUESTING REIMBURSEMENT). @8/19/2015 by unanimous vote

ARTICLE XIV DISSOLUTION

ANY AND ALL ASSETS OF THE CORPORATION ARE DEDICATED TO PURPOSES DEFINED IN OUR MISSION STATEMENT.  UPON LIQUIDATION, DISSOLUTION OR ABANDONMENT, AFTER PROVIDING FOR ALL DEBTS AND OBLIGATIONS, ANY AND ALL REMAINING ASSETS SHALL NOT INURE TO THE BENEFIT OF ANY PERSON, BUT SHALL BE DISTRIBUTED TO A NONPROFIT ORGANIZATION/S WHOSE GOALS AND OBJECTIVES ARE TO AID AND SUPPORT THE INTERESTS AND ENTITLEMENTS OF THE RETIREES of PACIFIC BELL, NEVADA BELL COMPANIES, SBC, AND AT&T.@ 7/10/2014 by unanimous vote

ARTICLE XV AMENDMENT OF BYLAWS

THESE BY-LAWS MAY BE AMENDED, DELETED, CHANGED OR ADDED TO BY A MOTION OF THE PRESIDENT AND WITH APPROVAL OF THE BOARD OF DIRECTORS.

DATED:  JANUARY 11, 2024

BY UNANIMOUS ORDER OF THE DIRECTORS.