ARTICLE I-NAME

The name of the Corporation is Oregon PERS Retirees, Inc.

ARTICLE II-PURPOSE

The purpose of the Corporation is to provide information to members of PERS both retired and those still working and other interested parties concerning the activities of the PERS Board of Directors, local, state and federal legislative bodies, the courts and other institutions and bodies that relate to the interest and welfare of members.

ARTICLE III-BOARD OF DIRECTORS

Section 1: The Board of Directors (hereinafter called "the Board") shall consist of seven PER's retirees.

Section 2: The three directors named in the articles of incorporation shall meet and appoint four more members to the Board.

Section 3: The Board first appointed shall serve until a regular election of the Board of Directors in April of 1992 to take office on May 1,1992.

Section 4: The Board shall be composed of:

(1) Three retirees who were employed by the State of Oregon, including but not limited to retired employees and officers of the executive, legislative and judicial branches of state government; and other than the department of higher education;

(2) Two retirees who were school district employees;

(3) One employee who was a local government employee; and

(4) One retiree who was employed by the Department of Higher Education.

Section 5: Terms of office shall be three years, except that the first elected board shall have terms as follows:
_ _ One state retiree, one school district retiree, three years.
_ _ One state retiree, the local government retiree and one school district retiree, two years.
_ _ A retired judge and a Department of Higher Education retiree, one year.

Section 6: When a director resigns or their term expires the remaining members of the board may reappoint him/her for an additional three-year term or appoint a new person for a three-year term. The three-year term for members of the board shall be from October 1 to September 30. The board shall elect a Chairperson and Vice Chairperson in October of each year. The board shall appoint a Secretary/Treasurer who shall not be a member of the Board for an indefinite term. The Board may remove the Secretary/Treasurer at any time. The Board may appoint a Deputy Secretary/Treasurer for a specific term. The Deputy Secretary/Treasurer may be removed at any time unless an agreement has been entered into establishing a specific term.

Section 7: The Chairperson shall conduct the meetings of the Board. The Vice-Chairperson shall carry out the duties of the Chairperson when that person is not present.

ARTICLE IV- SECRETARY/TREASURER

Section 1: The Secretary/Treasurer shall keep minutes of the meeting of the Board and be the custodian of the Corporation's records, documents and correspondence. The Secretary/Treasurer shall insure that the list of policy decisions adopted by the Board is maintained as a permanent record.

Section 2: The Secretary/Treasurer shall receive all monies paid to the Corporation and keep an up-to-date and accurate record of the same. The Secretary/Treasurer will pay all bills as directed by the Board, keep an accurate and complete record of all financial transactions and keep the Board informed of the financial condition of the Corporation.

Section 3: The Board may hire such person(s) as the Secretary/Treasurer requests, to assist him/her in carrying out the duties of the Secretary/Treasurer.

ARTICLE V-MEETINGS

Section 1: The Board may designate a particular day of the month and the months in which the Board shall meet. The proposed schedule of the meetings and meeting times and locations shall be listed in the OPRI newsletter and on the OPRI web site. Any member of OPRI whose dues are current is eligible to attend a regularly scheduled Board meeting.

Section 2: A special meeting of the Board may be called by the Chairperson or by a notice signed by four members of the Board.

Section 3: The Chairperson or the Vice Chairperson may call a meeting of the Board.

Section 4: A meeting of the Board may be held over the phone via a conference call.

Section 5: A majority of the Board constitutes a quorum. A majority of a quorum may conduct business.

Section 6: Notice of a meeting of the Board may be over the phone or by mail.

Section 7: The Board may call a meeting and invite all Oregon PERS Retirees Inc members whose dues are current. The notice shall be in the newsletter published by the Corporation.

ARTICLE VI-FISCAL MATTERS

Section 1: Dues shall be $5.00 per calendar year. Lifetime dues shall be $50.00 per individual or $75.00 for husband and wife.

Section 2: The Secretary/ Treasurer shall prepare an annual accounting of all income, expenditures and assets in May of each year for the previous year.

Section 3: The Board shall adopt an annual budget drafted by the Secretary/Treasurer in May of each year.

Section 4: The Board must approve any expenditure over $300.00 that is not in or above amounts in the annual budget.

Section 5: The Chairperson, Secretary/Treasurer may sign checks for the Corporation.

Section 6: All funds of the Corporation not otherwise needed shall be placed in interest bearing accounts in such banks or other depositories, as the Board shall direct.

Section 7: The Corporation shall not borrow money or purchase any assets on credit.

Section 8: The Board may authorize an officer of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance.

Section 9: The Board may accept any grant or gift in the name of and on behalf of the Corporation and such authority may be general or confined to a specific instance.

Section 10: The Secretary/Treasurer and the Deputy Secretary/Treasurer shall be bonded in such amount, as the Board shall from time to time direct.

Section 11: The financial records of the Corporation may be audited once a year. An Audit Committee shall consist of two or more members and one member of the Board.

Section 12: The fiscal year of the Corporation shall be from May 1 to April 30.

ARTICLE VII-COMMITTEES

Section 1: The Board is authorized to appoint such committees as may be necessary to fulfill the purpose of the Corporation.

Section 2: The Board shall define a specific charge for each committee it establishes and shall set a schedule for the committee to complete its work and report to the Board. Some committees may be ongoing with no reporting date.

Section 3: Business of any committee of the Corporation may be conducted without a meeting if agreed to by all members of the committee. Any action taken or recommended shall be set forth in writing.

Section 4: A person may serve on more than one committee.

ARTICLE VIII-AMENDMENTS

Section 1: The Board may make amendments to or revision of these by-laws by a 5/7 vote. A proposed amendment shall be mailed to each member of the Board at least seven days before the meeting at which the amendment is to be considered.

Section 2: Any member of the Board may propose amendments or revisions.

ARTICLE IX-PUBLICATIONS

Section 1: The Board shall provide for the publication of such newsletters and other written materials as are necessary to fulfill the purpose of the Corporation. The publications shall give notice to Oregon PERS Retirees Inc. (OPRI) members, whether retired or still working, of the activities of the Corporation. The publications shall also keep OPRI members informed of actions of the PERS Board of Directors, the Oregon Investment Council, and the Legislature when those actions impact the retirement system and OPRI members.

ARTICLE X-DISSOLUTION

Section 1: The Corporation may be dissolved by a 6/7 vote of the board of directors.

Section 2: Upon dissolution of the Corporation, after paying all debts or obligations, the remaining assets shall be distributed to such charities as the Board determines that are tax exempt under Section 501© 4 of the Internal Revenue Code.

BYLAWS APPROVED, as amended: August 29, 2008 BY A VOTE OF 6-0 via teleconference. Beaufait, West, Clark, Garrett, Gregory,Van Rysselberghe voting aye.
(Becker did not vote.)

Page last updated: 9-25-08

Copyright © 2005 Oregon PERS Retirees, Inc. All rights reserved.