ARTICLE I. NAME OF ORGANIZATION
The name of the organization is PGE Retirees Inc.
ARTICLE II. PURPOSE
The purpose of PGE Retirees Inc. shall be to coordinate the business and social affairs of the retirees of the Portland General Electric Company (PGE) headquartered in Portland, Oregon.
ARTICLE III. MEMBERSHIP
Section 1. Membership
PGE Retirees Inc recognizes two classes of members:
- Voting Members of PGE Retirees Inc. shall consist of retired or former employees of the Portland General Electric Company
- Associate Members of PGE Retirees Inc. shall consist of partners, family members, and surviving spouses of retired or former employees of PGE.
Section 2. Dues and Fees
Dues and fees, if imposed, may be adjusted annually if required, by the Board of Directors for the purpose of maintaining a level of funding consistent with the financial requirements of PGE Retirees Inc.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meeting
The Annual Meeting of PGE Retirees Inc. shall be held in November of each year and shall be hosted in an electronic format, or in person, or in a combination of the two (including by telephone).
Section 2. Special Meetings
Special meetings of the members may be called by the Board of Directors.
Section 3. Location of Meetings and Notice
The Board of Directors shall designate the location of any Special Meetings. A written notice stating the place, day and time of the annual or specially called meeting of the members and the purpose thereof shall be sent by mail or email to the members by the Recording Secretary at least ten (10) days before the meeting.
Section 4. Quorum
At any meeting of the Portland General Electric Retirees called by the Board of Directors, the presence in person or by proxy of Voting Members shall constitute a quorum.
Section 5. Voting
Only Voting Members may vote at the Annual or Special Meetings hosted in an electronic format or in person or in a combination of the two (including by telephone) or by proxy. Votes by proxy shall be in writing, or by email and filed with the Recording Secretary before being counted.
Section 6. Conduct of Business
Roberts’ Rules of Order shall be used as the guideline for the conduct of business.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall have the entire management and control of the property and business affairs of PGE Retirees Inc. The Board of Directors is hereby vested with all the powers possessed by this organization in so far as this delegation of authority is not inconsistent with the laws of the State of Oregon, the Articles of Incorporation or these Bylaws.
Section 2. Election and Number
- Directors shall be elected by the Voting Members at the Annual Meeting or at any meeting held in lieu thereof.
- The Board of Directors shall consist of such number of Directors, not less than 12, as shall be determined by resolution of the Board of Directors. In the event of any increase in the number of Directors within such limits by such a resolution, the vacancy or vacancies so resulting may be filled by the majority vote of the Directors present.
- Each Director shall serve for three-year terms on a rotating schedule except as otherwise provided in the Articles of Incorporation and in Articles VIII and IX of these Bylaws.
Section 3. Categories of Directors
- Regular Board Members are members of the Board who have the full authority and privileges of the organization (see Section 1. General Powers).
- Director Emeritus is a Board member who has been a member of the Board for ten (10) years and has previously held the office of President or Committee Chairman. This category of Director does not require full participation in all Board Meetings but when in attendance at a meeting shall be counted to achieve a quorum. Candidates for Emeritus shall be selected by the Board at the Board Meeting which precedes the Annual Meeting of members.
- Honorary Board Member is any member chosen by the Board of Directors for their services or contributions to PGE Retirees Inc. but is without voting privileges.
Section 4. Regular Meetings
Regular meetings of the Board of Directors shall be held bi-monthly, hosted in an electronic format or in person or in a combination of the two (including by telephone) at such times as the Board may determine.
Section 5. Special Board Meetings and Notices
Special meetings of the Board of Directors shall be held whenever called by the President, Vice President or two or more Directors, and hosted in an electronic format or in person or in a combination of the two (including by telephone). All Directors shall be notified seven (7) days prior to a special Board meeting.
Section 6. Quorum
A majority of the number of Directors shall constitute a quorum for the transaction of business.
ARTICLE VI. OFFICERS
Section 1. Number and Titles
The five (5) Officers of the PGE Retirees Inc. organization shall be President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer.
Section 2. Election and Term of Office
Officers shall be elected annually by the Board of Directors. Their term shall begin on the first day of January immediately following the election. The Board shall be advised of the report from the Nominating Committee for Officer and Directors at the Board Meeting preceding the Annual Meeting of the members.
Section 3. Eligibility
The President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer shall be members and Directors of PGE Retirees Inc.
Section 4. President
The President shall:
- Be the Chief Executive Officer of PGE Retirees Inc. and perform all the duties commonly incident to the office.
- Preside at all meetings of the Board of Directors and of the members when present.
Section 5. Vice President
The Vice President shall:
- Perform the duties and such powers as the Board of Directors shall determine.
- Perform the duties and have the powers of the President during the absence or disability of the President, except as especially limited by resolution of the Board of Directors.
Section 6. Recording Secretary
The Recording Secretary shall:
- Perform all duties commonly incident to the office, and such other duties and have such other powers as the Board of Directors shall determine.
- Keep accurate minutes of all Board and Member meetings.
- Maintain a current copy of the Articles of Incorporation, the Bylaws and the Administrative Procedures and provide copies to each Director when elected and to any member upon request.
- During the absence or disability of the Recording Secretary, a member appointed by the President shall perform the duties and have the powers of the Recording Secretary.
Section 7. Treasurer
The Treasurer shall:
- Perform the duties commonly incident to the office, and such other duties and have such other powers as the Board of Directors shall determine.
- Keep accurate books.
- Make usual disbursements consistent with the budget or with prior approval of the Board of Directors.
- During the absence or disability of the Treasurer, the President or Vice President shall perform the duties and have the powers of the Treasurer.
Section 8. Corresponding Secretary
The Corresponding Secretary shall work with the Chairperson of the Communications Committee to prepare and receive the external communications for PGE Retirees Inc.
Section 9. Additional Officers, Representatives and Agent
The Board of Directors, at its discretion, may appoint such other Officers, Representatives or Agents as it may deem advisable and shall prescribe the duties thereof.
ARTICLE VII. COMMITTEES
Section 1. Formation of Committees
The President may recruit Committee Chairpersons from the Board of Directors, from the members or from both. The number composing such committees and the powers conferred upon them shall be determined by vote of the Board of Directors.
Section 2. Nominating Committee for Officers and Directors
A Chairperson shall be designated by the President and assigned the responsibility to form a committee to nominate Officers and Directors at the August meeting. Their report shall be submitted to the Board of Directors at the regular October Board Meeting preceding the November Annual Meeting.
Section 3. Standing Committees
Committees that perform regular activities on a continuing year-to-year basis shall be designated Standing Committees.
Section 4. Ad Hoc Committees
An Ad Hoc Committee shall be created when an activity is undertaken which requires a committee and the action is not appropriate for a Standing Committee. An Ad Hoc Committee may be required for one additional year or, if the action cannot be completed within such time, consideration shall be made regarding the creation of a new Standing Committee. The President shall appoint the Chairperson of an Ad Hoc Committee.
Section 5. Executive Committee
The primary purpose of the Executive Committee is to act in an emergency whenever quick and decisive action is required.
- The Executive Committee shall be composed of the President, Vice President, Recording Secretary and Treasurer and shall exercise the authority of the full Board when the Board is not in session.
- All actions by the Executive Committee shall be ratified by the Board at the next regularly scheduled Board meeting.
ARTICLE VIII: RESIGNATIONS
- Any Officer, Director or Committee Chairperson of PGE Retirees Inc. may resign at any time by giving written notice to the Board of Directors, the President, Vice President, or the Recording Secretary.
- Any committee member may resign from a committee by giving written notice to the Chairperson of the committee.
- Resignations shall take effect at the time specified in the written notice.
ARTICLE IX: VACANCIES
If the office of any Officer, Director or Representative becomes vacant, a quorum of the remaining Directors may choose by a majority vote, a successor who shall hold office for the unexpired term.
ARTICLE X: LIABILITY LIMITATIONS
To the fullest extent permitted by the Oregon Nonprofit Act, as it exists of the date hereof or may hereafter be amended (the “Act”), no Director, Officer or member of the PGE Retirees Inc. Corporation shall be liable to the Corporation or its members for monetary damages for conduct as a member, Director or Officer of the Corporation. Any amendments to repeal this provision or the Act shall not adversely affect any right of protection of a member, Director of Officer of the PGE Retirees Inc. Corporation for or with respect to any acts or omissions of such Member, Director or Officer occurring prior to such amendment or repeal. No change in the Oregon Nonprofit Act shall reduce or eliminate the rights and protection set forth in this section unless the change in the law specifically requires such reduction or elimination.
ARTICLE XI: ADMINISTRATIVE PROCEDURES
Written Administrative Procedures shall be established for PGE Retirees Inc. and reviewed annually. The Administrative Procedures shall be a separate document that describes how PGE Retirees Inc. functions.
ARTICLE XII: PROCEDURE TO REVISE BYLAWS
Section 1. Review Committee
A committee to review the Bylaws of PGE Retirees Inc. may be appointed by the President at any regular meeting of the Board of Directors, subject to the approval of the Board.
Section 2. Revision Recommendations
Recommendations of the Bylaws Review Committee shall be submitted to the Board of Directors for their consideration. The Board of Directors shall review the recommendations and make modifications if desired before a vote is taken.
Section 3. Approval
Approval by the majority of the Board is required for any revisions to the Bylaws of PGE Retirees Inc.
Section 4. Distribution
- A copy of the newly revised Bylaws shall be given to each member of the Board of Directors.
- A copy of the current Bylaws shall be given to a Director when elected.
ADOPTION OF BYLAWS
Approved and Adopted by the Board of Directors of PGE Retirees Inc. on Monday, April 10, 2023.
John McLain, President Attest: Darlene Judkins, Recording Secretary
PGE Retirees Inc. PGE Retirees Inc.