ARTICLE I — NAME, IDENTIFICATION, AND LOCATION

Name and Identification. The name of this organization shall be COALITION OF OAK RIDGE RETIRED EMPLOYEES, INC. (the “Corporation”).

Principal Office. The principal office of this Corporation shall be located in the State of Tennessee at 1800 Greywell Road, Knoxville, TN 37922, or such other localities as may be determined from time to time by the Board of Directors.

ARTICLE II — SEAL

The signature of the President of this Corporation, duly attested to by the Secretary, shall be used in lieu of a seal.

ARTICLE III — PURPOSE

The purposes of this Corporation are as follows:

• The Corporation, Coalition of Oak Ridge Retired Employees (CORRE), is an organization of former employees, and is a labor association within the meaning of Section 501(c)(5) of the Internal Revenue Code of 1986, as amended (Code). The Corporation is formed to represent the interest of retirees and survivors receiving pension benefits from the pension funds of the U. S. Department of Energy (DOE) contractor- managed facilities at Oak Ridge, Tennessee, which include Oak Ridge National Laboratory (ORNL), East Tennessee Technology Park (K-25), the Y-12 National Security Complex (Y-12 Plant), and relevant derivative organizations with employees covered under their respective pension plans. The primary objectives of CORRE are: (a) to improve and maintain pension, health benefits, and other benefits that are fair, equitable, and comparable with other employers in the Oak Ridge region and with other major DOE federal and private contractors in the technical field; and (b) to safeguard the Pension Funds. The Corporation may assist any other entity associated with CORRE, which qualifies under Section 501(a) of the Code as an authorized recipient of support.
• To carry out such acts, engage in any activities, and exercise all the powers conferred upon not-for-profit corporations under the Tennessee Non-Profit Corporation Act and for which specific authorization under the laws of the State of Tennessee is not required to accomplish its organizational purposes within the meaning of Section 501(c) (5) of the Code.
• The Corporation will not engage in any transaction or do or permit any act or omit any act which will operate to deprive it of its tax-exempt status under Section 501(c)(5) of the Code.

ARTICLE IV — BOARD OF DIRECTORS

Authority. The business, property, and affairs of the Corporation shall be managed and controlled by its Board of Directors, and such Board may exercise all powers of the Corporation and do such lawful acts and things as are permitted by statute, by the Charter or by these Bylaws. The Board of Directors has the power to delegate any of the powers of the Board to any committee, officer, or agent.

Number and Qualifications. The affairs and business of the Corporation will be managed by its Board of Directors, comprising not more than 22 members who shall be nominated and elected as follows:

• The Executive Committee of the Board of Directors will consist of the President, up to three vice Presidents, and the Secretary, Treasurer, Communications Director, and Immediate Past President (who shall serve ex officio and shall be counted as one of the voting members). The same person may, if willing and qualified, serve as Secretary and as Treasurer. The Executive Committee shall be responsible for performing administrative functions of the Board.
• All Directors will be Contributing Members who have the expertise, contacts, and skills necessary to help achieve the goals of CORRE. All directors except the Immediate Past President shall be nominated by the nominating committee. The nominating committee shall nominate all the members of the executive committee (except the Immediate Past President), these nominees being selected from the proposed slate of new board members. All board members and officers shall be elected at the Annual Membership Meeting, as set forth in Article V.B. The nominating committee shall ensure that at least one of the nominees for vice-president has indicated a willingness to assume the duties of the President if the President becomes unable to carry out her/his duties. Should the President become incapacitated during his/her term, the Chair of the nominating committee shall immediately inform the Executive Committee to this effect, and shall recommend to the Board of Directors one of the vice-presidents to serve as President. The recommendation shall be accepted/rejected by a vote of the Board.
• Terms of Office. Each Director except the Immediate Past President shall be elected for a renewable term of one (1) year. The Immediate Past President serves until he or she is replaced by a successor Immediate Past President.
• Advisory Committee. There may be an Advisory Committee (consultants) of persons having special expertise, skills, and/or contacts. Members of the Committee shall serve at the pleasure of the Board of Directors. The President, with the concurrence of the Board, shall make appointments to this Committee for a term of one year. Members of the Committee may consult with the Board, advise, make recommendations, and perform special projects. Committee members are encouraged to regularly attend meetings of the Board, but attendance is not required, and they shall not be voting members of the Board.
• Quorum. A majority of the Board of Directors shall constitute a quorum, and may conduct all of the business which the Board is empowered to conduct, subject to a minimum quorum at all times of fifty-one percent (51%) of the Board of Directors.
• Meetings. Meetings of the Board of Directors shall be held at a date, place, and time to be determined by the Executive Committee of the Board of Directors. Special meetings of the Board of Directors may be called by the President or by a majority of the Executive Committee. The Secretary, or his/her designee, shall be responsible for notifying the Board members of all meetings at least seven (7) calendar days in advance of such meetings.
   

  All meetings shall be governed by the rules contained in Robert's Rules of Order (latest revision) in all cases in which they are applicable and in which they are consistent with the Law and the Bylaws of the Corporation. Meetings may be in person, virtual (through conferencing software or programs), or a combination of these, as long as the format provides that each attendee can hear the comments of everyone else present for the meeting.

• Minutes. The Board of Directors shall keep a record of each proceeding, which shall be verified by the signature of the Secretary and approved by the Board.
• Voting
  • Each Director shall have one (1) vote at meetings of the Board of Directors.
  • A Director who is present at a meeting of the Board of Directors when corporate action is taken shall be deemed to have assented to the action taken unless:
  • The Director objects at the beginning of the meeting (or promptly upon the Director’s arrival) to holding it or transacting business at the meeting;
  • The Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
  • The Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Director who votes in favor of the action taken.
• Vacancies. Whenever any Director vacancy shall occur during a term of office, whether by reason of death, resignation, removal or otherwise, the Nominating Committee may choose to select a person to fill the vacancy, and submit the person’s name to the Board of Directors of CORRE for approval. The person so chosen shall be a Contributing Member and succeed to the vacated Board position, and shall serve the balance of the unexpired term.
• Compensation. Directors will not receive any compensation for their services rendered to or on behalf of the Corporation as Directors, but by resolution of the Board of Directors, may be reimbursed reasonable expenses incurred in furtherance of the business of the Corporation.
• Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed (original, facsimile, or e-mail) before such action by a majority of the Board of Directors. A record of the action shall be in the minutes of the next Board meeting.
• Duties of Directors. The Board of Directors will have the control and general management of the affairs and business of the Corporation. Such Directors will in all cases act as a Board, regularly convened, by a majority (unless otherwise specified), and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, the laws of the State of Tennessee, and the stated purpose of this Corporation to qualify under Section 501(c)(5) of the Code. The general duties and responsibilities of the Board of Directors will be:
  • To coordinate, manage, and control the financial and administrative affairs of the Corporation;
  • To provide control of expenditures;
  • To regularly review the Corporation’s Bylaws and advise the Board of Directors of CORRE regarding suggestions for revisions, if any; and
  • To protect the Corporation from Conflicts of Interest.
• Committees. The President, with the concurrence of the Board of Directors, shall appoint all committees to perform services, functions, or other tasks as needed for the organization. Each committee member shall be a Director or Advisor of CORRE, and may be removed by the President whenever the best interest of CORRE will be served by such removal.

ARTICLE V — MEMBERSHIP

• Members
  • General Members shall be retirees and survivors receiving pension benefits from the pension funds of the U. S. Department of Energy (DOE) contractor-managed facilities: Oak Ridge National Laboratory (ORNL), East Tennessee Technology Park (K-25), Y-12 National Security Complex (Y-12 Plant), and relevant derivative organizations with employees covered under their respective pension plans.
  • Contributing Members shall be any general members who support the purpose of CORRE, and who have at some time contributed twenty dollars ($20.00) or more to the support of its work.

• Annual Membership Meeting
  • There shall be at least one meeting of the Members each calendar year for the purpose of electing Directors to the Board of CORRE and reporting on significant issues and activities of the past year. The Annual Membership Meeting shall be held in the last four months of each calendar year at such time and place as specified in a notice published no less than one week prior to the meeting. Notice to members of CORRE’s Annual Membership Meeting shall be given via the CORRE website and/or paper and/or electronic newsletters. Election of Directors to the Board and of officers of CORRE shall be decided by simple majority vote by Contributing Members present at the Annual Meeting. Each Contributing Member shall have one (1) vote. There shall be no proxy votes.

• Nominating Process
  • The President, at the January Board meeting each year, shall appoint, with approval of the Board, not more than seven (7) members from the Board, including the Chair, to serve as the Nominating Committee.
  • The Nominating Committee shall propose a slate of nominees for the Board to be voted on at the Annual Meeting in the fall.
  • In proposing a slate of nominees, the Nominating Committee will endeavor to select persons who have the expertise, contacts, and skills needed to achieve the CORRE purposes stated herein and who have no interest that is in conflict with the objectives, purposes and political limitations of CORRE.
  • Beginning April 1, the Nominating Committee will solicit (at a minimum by CORRE website and e-mail list) nominations at large from the Contributing Member list, with a deadline of July 1. All nominees must have agreed to serve if elected.
  • At the July Board meeting, the Nominating Committee shall present to the Board a proposed slate of nominees for Board approval.
  • By August 1, the Nominating Committee shall post on the CORRE website the slate of nominees with notice that other interested candidates may pursue nomination by petition. Petition with verifiable signatures of thirty (30) Contributing Members will be required for nomination by petition. Petition forms will be made available on the CORRE website. Petitions must be received by the Nominating Committee by September 1.
  • The final slate will comprise names of those nominees selected by the Nominating Committee and those nominated by petition. If the total number of nominees on the final slate exceeds the total number of vacancies to be filled, voting will be by paper ballot or a show of hands at the Annual Meeting. Vacancies will be filled by candidates receiving the most votes in descending order until the vacancies are filled. No nominations may be made from the floor.
  • The proposed slate of nominees shall be communicated to Contributing Members at least two (2) weeks prior to the Annual Meeting; at a minimum by CORRE website and email list.

ARTICLE VI — POWER AND DUTIES OF OFFICERS

Officers of CORRE. The officers of the Corporation shall be a President, up to three Vice Presidents, Secretary, Treasurer, Communications Director, and Immediate Past President. (As stated in IV.B.1, the same person may, if willing and qualified, serve as Secretary and as Treasurer.)

Responsibilities

• President. The President shall preside at all meetings of the Contributing Membership, the Board of Directors, and the Executive Committee; and shall perform all duties incident to the office of President, including: call all meetings as provided by these Bylaws, act as ex-officio member of all committees; and serve as CORRE’s official representative in discussions with the pension fund corporate management, with the Department of Energy, and with all other interested parties. Upon receipt of the request from the Tennessee Secretary of State to submit the annual report, the President or the President’s designee shall submit the completed report at least 5 days prior to the State designated reporting date.
• Vice Presidents. The Vice Presidents shall assist the President with administrative matters and may be called upon to assume the duties and powers of the President in his/her absence or disability.
• Secretary. The Secretary shall keep an accurate record of all meetings of the Board of Directors, the Executive Committee, and the membership, including attendance at those meetings. The Secretary shall carry out the normal duties of the office, including sending or publishing notices of all meetings of the Board of Directors, the Executive Committee, and the CORRE Contributing Membership; send correspondence as directed by the President; and perform all other duties incident to the office.
• Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all funds and shall establish and maintain CORRE’s books of accounts and the official list of Contributing Members in good standing. Reports of the accounts shall be presented at all regular meetings of the Board of Directors and at the CORRE Annual Meeting. The Treasurer shall submit the annual IRS tax return required for 501(c)5 organizations on the schedule required by the IRS. The Treasurer’s accounts shall be examined, pursuant to Tennessee statutory requirements, at the end of each calendar year by a board approved individual experienced in analyzing balance sheets, income statements, and cash flow statements, and a report of the findings of the examination shall be filed with the Board of Directors.
• Communications Director. The Communications Director shall be responsible for contacts with the media, preparation and distribution of press releases, maintenance of the membership communication system, and open communication with the membership.

Removal of Directors. Any Director may be removed from office whenever, in the judgment of the Board of Directors, the best interest of the Corporation will be served thereby. Failure of a Director to attend at least a majority of Board meetings during a calendar year shall be a cause for removal. Election or appointment of a Director shall not of itself create any contract rights. Any vacancy which occurs because of removal of a Director from office may be filled by a person selected by the Nominating Committee and approved by the Board of Directors. Any Director, officer, or agent, elected to or appointed by the Board of Directors, may resign by notifying the President. The resignation shall take effect immediately, or at the time specified in the notification.

ARTICLE VII — CONTRACTS, GIFTS, BOOKS, AND RECORDS

Contracts, Checks, and Other Instruments. The Board of Directors may authorize any officer or officers or such other persons as shall be designated by the Board, in the name of, or on behalf of the Corporation, to enter into any contract or to execute and deliver any instrument, or to sign checks, drafts, endorsements, notes or other evidences of
indebtedness of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or these Bylaws, no officer or other person shall have power or authority to bind the Corporation by any contract or engagements or to render it libel for any purpose or for any amount. The Board of Directors shall have discretion to reject any grant, gift or bequest, the conditions of which might conflict with or jeopardize the Corporation’s non-profit status. The Board shall have final authority over the making of all grants and all other charitable expenditures, and nothing in this Article VII shall constitute any restriction or limitation of any powers of the Board conferred by applicable law or by these Bylaws.

Gifts. The Board of Directors of the corporation may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Books and Records. The Corporation will keep at the principal office of record the correct and complete books and records of accounts, minutes of proceedings of the Board of Directors, and the names and addresses of the Directors entitled to vote. These records shall be maintained for a minimum of five (5) years. An examination of the books shall be performed annually by an individual approved by the Board of Directors, experienced in analyzing balance sheets, income statements, and cash flow statements.

ARTICLE VIII — ASSETS OF THE CORPORATION

Non-Profit Assets. The Corporation is and will be a non-profit corporation. It is not organized for profit, but solely and exclusively for the purposes set forth in the Charter; and all assets which it may at any time acquire, together with any increase in value or profit therefrom, will be dedicated completely and irrevocably to such purposes. No officer of, Director of, or donor to the Corporation will ever obtain any profit from its assets.

ARTICLE IX — CALENDAR YEAR

This Corporation’s initial year shall begin on the date of its incorporation and end on December 31 of the year of its incorporation. Thereafter, said calendar year for the Corporation shall begin on January 1 and end on December 31 of each successive year.

ARTICLE XI — NON-PROFIT, TAX-EXEMPT STATUS

Compliance. The Corporation shall not possess or exercise any power or authority, either
expressly, by interpretation, or by operation of law, that will or might prevent it at any time 8 from qualifying, and continuing to qualify, as a corporation described in Section 501(a) of the Code; nor shall it engage directly or indirectly in any activity which might cause the loss of such qualification.

Asset Restriction. No part of the assets or net earnings of the Corporation shall ever be used, nor shall the Corporation ever be organized or operated, for purposes that are not exclusively compatible within the meaning of Section 501(c)(5) of the Code.

Operational Limits. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

Political Limitation. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it engage in any political campaign on behalf of any candidate or in opposition to any candidate to any public office. However, the Board of Directors may approve specific lobbying activities in order for CORRE to accomplish its purposes as set forth in Article III.A.1 hereof.

Distribution Limitation. No compensation, loan, or other payment shall be paid or made to any officer, board member, creator, or organizer of this Corporation, or substantial contributor to it, except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation; and no part of the assets or net earnings, current or accumulated, of the Corporation shall ever be distributed to or divided among such persons, or inure, be used for, accrue to or benefit any such person or private individual (pursuant to the prohibition contained in Section 501(c)(5) of the Code).

Solicitation Limitation. No solicitation of contributions to the Corporation shall be made, and no gift, bequest, or devise to the Corporation shall be accepted, upon any condition or limitation which, in the opinion of the corporation, may cause the corporation to lose its federal income tax Law exemption.
No member shall actively solicit from any other member(s) at Corporation meetings, or use information provided to him/her as a member of the Corporation for such purpose, without approval from the Board of Directors. Any member violating this requirement will forfeit his/her membership in CORRE.

Liquidating Distribution. Upon the dissolution or winding up of the Corporation, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for one (1) or more of the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization or organizations under the Internal Revenue Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XII — INDEMNIFICATION

Immunity from Suit. No Director of the Corporation (and their heirs and legal representatives) shall incur any personal liability to the Corporation for monetary damages for any breach of his/her fiduciary duty as Director, and may, in accordance with Article XII.B, be indemnified by the Corporation against any and all liability and reasonable expenses that may be incurred by him/her in connection with or resulting from any claim, action, suit, or other proceeding (whether brought by or in the right of the Corporation or such other corporation or otherwise), civil, criminal, administrative, or investigative, including any appeal relating thereto, in which he/she may become involved, as a party or otherwise, by reason of his/her being or having been a Director, officer, or advisor, of the Corporation or such other corporation or by reason of any action taken or not taken in his/her capacity as such Director, officer, or advisor, whether or not he/she continues to be such at the time such liability or expense is incurred; provided, however, that this provision shall not eliminate or limit the liability of a Director:

• (a) For any breach of the director’s duty of loyalty to the Corporation; and
• (b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
• (c) For any unlawful distribution under Tenn. Code Ann. Section 48-58-304. Indemnification pursuant to this Article XII, however, shall:
  • Not include any amounts payable by such person to the Corporation in satisfaction of any judgment or settlement, and
  • Be reduced by the amount of any other indemnification or reimbursement of such person in respect of the liability and expense with respect to which indemnification is claimed.

As used in this Article XII, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, such person. The termination of any claim, action, suit or other proceeding by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that such person did not meet the standards of conduct set forth in this paragraph.

Determination of Entitlement to Indemnification. Every person (and the heirs and legal representatives of such person) referred to in Article XII.A, who has been wholly successful, on the merits, with respect to any claim, action, suit, or other proceeding of the character described in Article XII.A shall be entitled to indemnification as provided in Article XII.A as of right. Except as provided in the preceding sentence, any indemnification under Article XII.A shall be made at the discretion of the Corporation, but only if either:

• The Board of Directors, acting by a quorum consisting of Directors who are not parties to such claim, action, suit, or other proceeding, shall find that such person has met the standards of conduct set forth in Article XII.A, or
• Independent legal counsel (who may be regular counsel of the Corporation) shall deliver to the Corporation their written advice that, in their opinion, such person has met such standards.
• Advancement of Expenses. Expenses incurred with respect to any claim, suit, or other proceeding of the character described in Article XII A may be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless ultimately it be determined that he is entitled to indemnification under this article XII.
• Rights Not Exclusive. The rights of indemnification provided in this Article XII shall be in addition to any rights to which any person ( or the heirs or legal representatives of such person) referred to in Article XII A otherwise be entitled by a contract or as a matter of law and shall be available whether or not the claim asserted against such person is based on matters which antedate the adoption of this Article XII

ARTICLE XIII — WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Director under the provisions of these Bylaws or under the provisions of the Charter of Incorporation, the waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV — AMENDMENTS

Review of Bylaws. These Bylaws will be reviewed at least biennially by the President of the Corporation or any other Director approved by the Board of Directors for any needed revisions, and such Director and the President will inform the Board in writing of any changes that are recommended.

Revisions of Bylaws. Amendments or additions to these Bylaws must be approved by a two- thirds vote of the Board of Directors present and voting, provided previous written notice of the amendment has been submitted to all Board Members at least seven (7) calendar days prior to the meeting and a quorum is present consistent with Tenn. Code Ann. Section 48-60- 301.

ARTICLE XV — ENACTMENT

Adopted by the Incorporator and Statutory Director on the 21st day of August, 2002.

CERTIFICATION

Certified that these Bylaws were duly adopted at the organizational meeting of the Incorporator of the Corporation on August 21, 2002.

By Donald C. Wood, Incorporator

Revisions:
12-15-2004
12-19-2007
11-18-2009
03-16-2011
01-16-2013
08-21-2013
09-17-2014
05-15-2019
05-19-2021