The goal of the rewriting was to establish a more readable and better organized set of bylaws that could be easily understood by new Board members and the membership at large.  Extensive changes were made in the organization and specific wording of the new edition, but the substantive content of most provisions in the earlier version were carried into the new, although  changes were made to correct specific problems.  These  substantive changes can be summarized as follows:  (1)  The prohibition against spending for charitable purposes was dropped as inconsistent with the Organization's legal charter, and the prohibition against spending for "political purposes' was subject to overly broad interpretations and was therefore redefined so as to block only spending to support political parties.  (2)  The prohibition against permitting Board members to hold office for more than two years was amended to provide for exceptions where special circumstances exist; this change is intended to make it possible for an incumbent to continue in office where the position requires special skills or no replacement is available.  (3) Procedures for amending the Bylaws were simplified so as to permit a proposed change of text to be brought up and discussed at one Board meeting and adopted by a two-thirds vote at the next meeting.  And (4) some material in the  of the Bylaws that was not directly concerned with defining the organization's purpose and permitted activities or establishing regulations governing the Board's conduct of its affairs was omitted they were inappropriate; these consisted of items such as one requiring the printing of the year that a member's subscription expired on the newsletter's mailing label. 

The revised text follows.

By-Laws of the.

Retired Western Union Employees Association, Inc

PREAMBLE: 

This organization, the Retired Western Union Employees Association, Inc. (RWUEA) is registered as a not-for-profit corporation in the state of New York.  

Its membership is comprised of former employees of the Western Union Telegraph Company, its former parent, the Western Union Corporation, and other former subsidiaries of the Corporation, and of Western Union Financial Services, hereinafter collectively called the Company, of present employees of Western Union Financial Services, and of the surviving spouses of deceased former members. 

The functions of the organization are to promote socializing among its members, to represent members as a group in matters pertaining to pension and insurance benefits in their relations with the Company, to assist individual Association members and other former employees regarding pension and insurance matters of particular concern to them, and to record for posterity member's recollections of recent events of a business and technical nature that are within their memory.  The Association also promotes the establishment of regional organizations of former employees with similar goals in areas outside metropolitan New York that operate under the umbrella of this, the parent, organization.

To this end the organization is authorized to organize luncheons and other gatherings of a social nature for its members, to maintain and publish a roster of members, to publish a newsletter that contains information describing activities of the organization, individual members, and regional groups, and such other matters as may be of interest to the members, to maintain a site on the world wide web which, among other things, contains an on-line directory of members, to assess dues of its members sufficient to cover the on-going out of  pocket expenses for conducting the affairs of the organization, establishing and maintaining a reasonable reserve, and promoting the creation and maintenance of similar organizations with similar goals in diverse regions of the county. 

Regulations pertaining to establishing and maintaining a Board of Directors, conducting Board meetings, and carrying out the affairs of the organization are as follows. 

MEMBERSHIP:  

Any past or present employee of the Company or his or her surviving spouse is qualified for membership in the Association provided that information is submitted showing his or her past or present Company affiliation and sufficient to complete his or her entry in the database containing a roster of members that is used for administrative purposes and as the source for the on-line directory.  Membership shall begin upon the presentation of this information and payment of dues for the calendar year in which membership begins. 

OTHER AFFILIATED ORGANIZATIONS:  

Membership in this Association is open to all who qualify by virtue of present or former employment regardless of where they live. 

This organization is national is scope, but conducts its business and social affairs near the headquarters of Western Union Financial Services in Montvale in northern New Jersey.  However, members of the organization are widely distributed throughout the Country.  Those in other areas may find it inconvenient to physically participate in affairs conducted by the Association, and those in particular areas may have formal or informal organizations of their own for the purpose of socializing and conducting other business within their region.  To distinguish this organization from those, this organization is referred to here as the National Organization., and those in other areas as Regional Organizations.  

These Bylaws pertain to the activities of this, the National Organization, and not to organizations of Company retirees in other areas. 

It is intended that all rights, benefits, and responsibilities of membership in the National Organization be extended to members throughout the Country regardless of where they are physically situated, including those belonging to Regional Organizations.  Specifically, members are invited to fully participate in luncheons, meetings, publications, and other activities carried on by the National Organization regardless of where they live.  

To that end, organizations of retired Company employees in other areas are encouraged to appoint a representation who represents them in matters pertaining to the National Organization, including the election of Board Members and Officers,  and as to other matters as specified in these bylaws.  Also, to that end, the National Organization shall establish a Vice-President, Regional Affairs who is responsible for communicating with Regional Organizations and promoting their interests within the National Organization.  

 BOARD OF DIRECTORS: 

Activities of the Association shall be governed by a Board of Directors drawn from the membership and nominated and elected as specified below. 

The Board shall be made up of 22 members, consisting of Officers and Members at Large. 

Vacancies on the Board, whether occurring through resignation, death or by action of the Board, shall be filled as follows:  Any association member is qualified for Board membership.  Nominations to fill a vacant Board seat can be made by Board officers, other Directors, Regional Vice Presidents, and Association members at large.  Factors to be considered in nominating prospective Directors shall include general competence, ability to provide needed skills, willingness to serve, and commuting circumstances.   Election to fill a vacant Board seat can occur at any regular Board meeting and be decided by majority vote among those present.  Service as a Director shall begin immediately upon receiving a majority vote of those present.  The term of office shall be indefinite.  

The Board of Director shall meet quarterly on the last Friday of January, April, July, and October, unless decided otherwise by majority vote of those present at a regularly scheduled meeting. 

Officers of the Association shall consist of the President, First Vice President, Vice President -- Membership, Vice President-Publications, Vice President- Database, Vice President -- Web Site, Vice President -- Regional Affairs, Secretary; Treasurer; Asst. Treasurer.  

Administrators of regional organizations sponsored by the Board shall serve as Regional Vice Presidents, and shall be treated as Board members in matters pertaining to appointments to the Board and the election of officers.

In an election year, a committee nominated by the President drawn from the Board membership and approved by majority vote of those present shall be established to nominate candidates from among the Directors for Officers for the Board.  The Nominating Committee shall upon its own initiative submit a list of candidates for each office at the July Board Meeting.  Other nominations can be submitted in writing by Board members, by Regional Vice Presidents, and by Association members at large to the Secretary by September 15th of an election year. 

Election shall be by paper ballot to be furnished by October 1st of an election year to the Board of Directors and Regional Vice-Presidents and any Association member in good standing, who has notified the Secretary by September 15th of an election year of his or her desire to vote in the election.  Completed ballots must be received by the Secretary by October 15th.  Votes will be tabulated at the Board meeting held at the end of October.  If there is but one candidate for any office, that candidate's election shall be considered to be unanimous. 

The term of elected officers shall be for two calendar years beginning the first day of the January following an election.  No officer can continue in the same office for more than two consecutive terms unless special circumstances exist and the officer is requested to continue to serve by specific motion and majority vote of the Board. 

Non-Officer Directors may be assigned to any standing committee at the discretion of the President.  

DUTIES OF OFFICERS: 

PRESIDENT:  The President shall preside at all Board of Directors’ meetings and act for the Association in the conduct of its affairs. 

FIRST VICE-PRESIDENT:  The First Vice-President shall assume the duties and responsibilities of the Office of the President in the absence of the President.  In addition, the Vice-President is responsible for the preparation of a budget projected income and expenses by major categories for the coming year, which is to be submitted to the Board for its consideration at its first meeting in any calendar year, and shall perform other specific tasks assigned by the President. 

SECRETARY:  This office has the responsibilities usually designated to the secretary of a small business or social organization, including maintaining records pertaining to the conduct of the affairs of the Association, writing and retaining minutes of Board meetings, and handling external correspondence pertaining to the conduct of its general business affairs.  

The Secretary shall maintain a mailing address which shall serve as the primary address of the organization, and which shall be publicized as such by the Association, where correspondence of a general character is to be received. Matters of substance received by the Secretary are to be referred to the Board for its consideration.  

The Secretary is authorized to issue checks drawn on the Associations bank accounts in the handling of routine business matters. 

TREASURER:  This office is responsible for conducting the financial affairs of the Association and for maintaining records appropriate to the conduct of those affairs. 

Specifically, the Treasurer shall (a) establish a mailing address for the receipt of membership applications and payment of dues, and for invoices from suppliers and vendors of a recurring nature,  (b) maintain membership records, with a primary focus upon dues paid and maintaining a file of addresses with which the newsletter can be mailed, but also including ancillary data required  by other elements in the Association such as members' e-mail addresses and ages and years of service,  (c) pay the Association's bills, including issuing checks under its signature, (d) maintain financial records sufficient for preparing an annual statement of financial condition and obtaining an audit from an audit committee drawn from the Board and appointed by the President, (e) submit a financial reports to the Board of Directors at each Quarterly Board Meeting describing the Association's current financial condition in relation to the approved annual budge, (f) submit an annual report of the Association's financial condition as of year end to Board members more than  two weeks in advance of the Association's second quarterly meeting, and (g) arrange for a Surety Bond. 

.ASSISTANT TREASURER:   The function of this office is to assist the Treasurer in carrying out his duties, in consideration of the heavy workload involved, and to assume all duties of the Treasurer in the absence of the Treasurer.  The Assistant Treasure shall have primary responsibility for administering procedures for the handing of Member's expenses and for maintaining adequate and proper insurance in accordance with requirement established by the Board.  The Assistant Treasurer is also authorized to issue checks under its signature. 

VICE-PRESIDENT REGIONAL AFFAIRS:  This office has executive responsibility for fostering the creation and promoting the general welfare of Western Union retirement organizations in regions of the country beyond the southern New York, northern New Jersey area.  This Vice President shall serve as the focal point within this Association's in our relations with these organizations, and shall serve this Association's ambassador to them.  

VICE-PRESIDENT PUBLICATIONS:  This office has executive responsibility for publishing a newsletter serving the interests of the Association, regional organizations, and individual members.  Publication shall be four times per year timed to correspond approximately with Board meetings and Association luncheons. 

VICE-PRESIDENT WEB-SITE:  This office has the executive responsibility for establishing and maintaining a site on the World Wide Web that serves the interest of this Association and the Regional organizations by disseminating information via an on-line media..  It shall publish news of interest to members of this Association and the regional organizations and that is designed to induce viewers qualified for membership who have not joined to become members.  This shall publish time-sensitive news, including obituaries and death notifications, a listing of coming events, a directory of the membership that includes e-mail addresses, and coverage of topic of immediate importance to former employees of the Company and to retirees, and such as news of pertaining to the Company, Medicare, Social Security, health care costs, and pension security. 

VICE-PRESIDENT MEMBERSHIP:  The Vice President-Membership shall establish and chair a Membership Committee drawn from members of the Board and the Association at large for the purpose of maintaining and expanding membership in the Association.  This office shall foster membership from all present and former employees of the Company regardless of personal circumstances or position in the Company.  It shall coordinate his activities with the Regional Vice Presidents and the Vice-President Regional to assist the affiliated organizations serving other areas in expanding their membership. 

VICE-PRESIDENT DATABASE:  This office has executive responsibity for maintaining computerized records of the membership, consisting of dues paid, member addresses and other information required to carry out the activities of the association.  It is also required to provide mailing lists needed for mailing out the Association newsletter and to perform special search of the database as may be requested by other Board members from time to time.  Appropriate measures regarding member privacy are to be employed. 

STANDING COMMITTEES:

At the first annual Board Meeting after new officers have been installed, the President shall appoint a Director to chair each of the following Committees: Nominating, Auditing, Membership, Pension, Medical Benefits, Social Affairs, and Website.  Each Committee shall consist of the Chairman (an Officer or Director) assisted by one or more Officers or Directors and, if possible, at least one Non-Board member.  The President shall be an Ex-Officio member of all Committees. 

REGIONAL AFFAIRS:  

The activities of this Association are physically centered in the northern New Jersey and southern New York area.  The Board shall encourage the establishment of organizations having a shared purpose with this organization in serving the needs of retirees and current Company employees in areas not within the physical reach of this organization.  To that end, leaders shall be sought to lead activities in other areas.  

As previously stated, The Vice President -- Regional Affairs shall have executive responsibility for carrying out this activity.

 The person selected by the Board for leadership in another area of the country shall be designated as a Regional Vice President.  Candidates for Regional Vice Presidents can be nominated by persons within the area served, by the Vice President -- Regional Affairs, or by any Director or member at large.  Designation as a Regional Vice President shall be by majority vote of those present. 

Regional Vice Presidents can participate in the election of nomination and election of Officers and Directors of the National organization as designated in the section, Board of Directors, above. 

A Regional Vice President is expected to assist Association members in his or her region with company related pension and benefit problems, to counsel retirees who are letting their membership in the National organization lapse, and to promote membership in the National organization among eligible non-members.  Regional Vice Presidents are also expected to submit periodic the schedules of coming events and reports of luncheons or other meeting in their areas for publication in the newsletter and the website, as appropriate. 

CONDUCT OF BUSINESS AFFAIRS 

Roberts Rules of Order shall apply in the conduct of affairs at all Association Meetings. 

The Annual Meeting of the Association shall be a Luncheon Meeting held in October.  Any member of the Association can bring up a subject for consideration by the membership at that meeting by notifying the Association Secretary in writing by September 15th.

Meetings of the Board of Directors shall be held on the last Friday of January, April, July and October.  A change in date can be authorized by majority vote of those present at a Board Meeting.  

 Special Meetings of the Board of Directors may be called by the President for consideration of pressing items of important business by notifying members at least two weeks in advance. 

The President can obtain approval of unanticipated expenditures for activities previously approved by polling the Board via telephone or e-mail. 

The presence of a majority of the roster of Officers and Directors at a meeting shall be sufficient for the Board to conduct regular business. 

Checks drawn on the account of the Association must contain two signatures of those authorized to sign checks, which are the Treasurer, the Assistant Treasurer and the Secretary. 

An audit of the finances of this Association shall be made annually by an audit committee drawn from the Board and appointed by the President.  The audit shall consider the previous year's revenue and expenses.  The results of the audit shall be reported at the at the April meeting of the Board. 

DUES, EXPENDITURES, AND COMPENSATION OF BOARD MEMBERS: 

Contributions to the Association are welcomed. 

Membership fees shall be set by the Board from time to time at a level necessary to cover annual out-of-pocket expenses and to provide for a reasonable reserve.  Establishing a declining schedule of fees that reflect the age and circumstances of members is permitted. 

Annual fees for membership shall be payable in advance.  Members who are in arrears that have been provided four months written notice of their status can be stricken from the roster. 

Directors having executive responsibility for a particular project or subject area are authorized to commit the organization to the expenditure of funds that have been previously approved through the budget process.  Invoices for such expenditures shall be paid upon the written authorization of the Director responsible. 

Payment of incidental expenses exceeding those anticipated in the budget process shall require the personal approval of the President.  Payment of expenses substantially above the budget shall require a majority vote of members present. 

An Officer or Member shall not be compensated for services provided beyond repayment for out of pocket costs incurred in carrying out his assigned duties. 

No expenditures shall be provided to a political party or other partisan organization. 

No funds shall be provided to any member beyond out-of-pocket expenses required to perform duties delegated to that member by the Board.    

Prior authorization by the President for visits of Board members to regional functions is required for reimbursement of expenses incurred.  

AMENDMENTS TO BYLAWS: 

Any member of the Board or of the membership at large can propose an amendment to these Bylaws by submitting the wording of a proposed change and the reason therefore to the Secretary in writing.  The Secretary is authorized to reject by memorandum any proposed change that he finds to be insubstantial, frivolous, or not in keeping with the context of these Bylaws, provided that a copy of the memorandum is submitted to the sponsor and that copies of the proposal and memorandum are distributed to the members present at the next Board meeting.  Those not rejected shall be treated as an item of New Business at the next Board meeting, at which time modifications to the wording of the proposed change can be made by majority vote of those present.  Consideration of the specific text of the proposed change as established at that meeting shall then be taken up as an item of Old Business at the succeeding Board meeting, at which time the change can be adopted through an affirmative vote by two-thirds or more of those present. 

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