UNITED POWER TRADES ORGANIZATION CONSTITUTION & BYLAWS. April 2015

UNITED POWER TRADES ORGANIZATION CONSTITUTION & BYLAWS April 2015

UNITED POWER TRADES ORGANIZATION CONSTITUTION TABLE OF CONTENTS ARTICLE I NAME - OBJECTIVES PAGE 1 ARTICLE II STRUCTURE PAGE 2 ARTICLE III MEETINGS - CONVENTIONS PAGE 4 ARTICLE IV OFFICERS DUTIES PAGE 5 ARTICLE V ELECTIONS PAGE 11 ARTICLE VI EXECUTIVE BOARD PAGE 14 ARTICLE VII PAID PROFESSIONAL SERVICES PAGE 17 ARTICLE VIII SALARIES - EXPENSES PAGE 19 ARTICLE IX DUES - FEES - TREASURY PAGE 21 ARTICLE X RECALL PAGE 27 ARTICLE XI MEMBERSHIP - RIGHTS PAGE 29 ARTICLE XII CONSTITUTION - BYLAWS PAGE 31 ORDER OF BUSINESS PAGE 33

UNITED POWER TRADES ORGANIZATION BYLAWS TABLE OF CONTENTS AUTHORIZATIONS PAGE 34 ELECTIONS PAGE 34 EXECUTIVE BOARD PAGE 43 SALARIES - EXPENSES PAGE 44 TRAVEL AND LODGING PAGE 45 ANNUAL LEAVE FOR UPTO BUSINESS PAGE 47 PROFESSIONAL SERVICES PAY RATE PAGE 48 DUES - FEES - TREASURY PAGE 48 DISTRIBUTION OF INCOME PAGE 49 EMERGENCY RELIEF FUND PAGE 50 ADMINISTRATIVE PROCEDURES PAGE 51

ARTICLE I NAME -- OBJECTIVES 1.010 This organization shall be known as the United Power Trades Organization, hereinafter referred to as UPTO, or organization, a nonprofit organization incorporated in the State of Oregon. 1.011 The UPTO headquarters will be located at the residence of the UPTO President, the chief spokesman and recognized leader of the UPTO, elected according to the provisions of this constitution and Title 29 of the US Code. 1.012 The UPTO shall be the representative of all operation, maintenance, warehouse, and navigation lock personnel at all projects operated by the U.S. Army Corps of Engineers recognizing the UPTO as having exclusive bargaining rights for said workers. 1.020 The objectives of the UPTO shall be: (a) To insure by all proper means that the rights of its members are not infringed upon by their employers or other labor groups. (b) To organize all workers at power production, flood control, transmission, and navigation projects, and to act as their exclusive bargaining agent. 1

(c) To use arbitration when needed to settle disputes between employers and employees. (d) To strive to improve working conditions for its members. (e) To secure the prevailing rate of pay for work as related to the power industry and as provided by DoD Directive 5120.39 Department of Defense Wage Fixing Authority Appropriated fund Compensation, 24 April 1980 and Public Law 97-257 (f) To promote a spirit of professionalism and brotherhood in the power industry trades. (g) To encourage a sense of satisfaction and pride in work well done. (h) To monitor the training in all crafts. (i) To insure that merit principles prevail in all crafts. ARTICLE II STRUCTURE 2.010 The UPTO is an organization for the purpose of representing employees involved in the production and transmission of electrical power. 2.011 The chief spokesman and recognized leader of the UPTO is its President (Article IV, 4.020). 2

2.020 Sub units of the UPTO will be districts that may contain one or more power production, flood control, transmission, or navigation projects. District boundaries will be established by the UPTO Executive Board. 2.021 The representative of each district will be the district Vice Presidents (Article IV 4.030). 2.030 Sub units of the districts will be the locals, composed of the employees at the individual power production, flood control, transmission, and navigation projects. 2.031 At each power production, flood control, transmission, or navigation projects, where there is more than one representative, each representative will be considered the Local Representative for his or her section or craft. At power production, flood control, transmission, or navigation projects where there is only one representative, that representative will act as the Local Representative (Article IV 4.050). 2.040 The UPTO Executive Board may, at their discretion, grant charters to member districts so that they may organize and elect officers so long as they conform to the provisions of this constitution. 2.041 Member districts holding charters granted by the UPTO will have as their chief representative a district Vice President who will be elected according to Article V of this constitution. 3

2.042 Chartered District Vice Presidents will have all the rights and privileges of the regular Vice Presidents and will have voting membership on the Executive Board. ARTICLE III MEETINGS -- CONVENTIONS 3.010 UPTO meetings will be held at least once annually at locations set by the UPTO President. 3.011 At least thirty (30) days notice of meetings will be given to each Local Representative. This notice will include the time, the location and the agenda for the meeting. 3.012 Special meetings may be called by the UPTO President for urgent reasons with less than thirty (30) days notice. Any business conducted at these meetings may be subject to approval of the voting members at the next scheduled meeting. 3.013 A quorum of at least fifty percent (50%) of the locals shall be represented at any general meeting to conduct any business binding to the UPTO. 3.020 The UPTO, including all charter holding districts, shall meet in general convention annually. 3.021 Triennial general conventions will be called by the Executive Board. All projects shall be given sixty (60) days prior notice of the time and place the convention is to be held. 4

3.030 All meetings and conventions will be conducted by the UPTO President. If the President cannot attend he shall, in advance and in writing, appoint a district Vice President to chair the proceedings. 3.040 The Local Representatives will be the voting delegates at all general meetings. They shall cast their votes to reflect the wishes of the majority of members they represent. 3.050 Any Local Representative who cannot attend a general meeting may designate a delegate from their local to attend the meeting as their proxy. The designation proxy shall be in writing. 3.060 Executive Board members will not cast votes on matters of general business at general UPTO meetings, except as individual members of the UPTO as provided in this constitution, in 5 U.S.C. and in 29 U.S.C. ARTICLE IV OFFICERS -- DUTIES 4.010 The UPTO officers will consist of the President, the district Vice Presidents, the Secretary, the Treasurer and the Local Representatives. 4.020 The UPTO President will be the chief spokesman. He will preside at all sessions of the UPTO general or Executive Board meetings except as otherwise provided in this constitution. He shall act as necessary within the limits of this 5

constitution to protect the UPTO and the welfare of its members. 4.021 The UPTO President shall nominate qualified members to fill vacancies in office. The nominees, if approved by majority vote of the Executive Board, will hold office until the next scheduled election, unless removed from office according to the provisions of Article X, Recall. 4.022 The UPTO President shall sign, countersign or direct or designate the signing of all official correspondence representing the policies or the resolve of the membership. He shall be signatory to or direct the signing of any agreement, charter, declaration or contract entered into by the UPTO, except as otherwise provided by this constitution. Any such contract or agreement not bearing the signature or directed signature of the UPTO president shall be void and not recognized as being binding to the organization, except as otherwise provided by this constitution. 4.023 The UPTO President will have the power to: (a) Call meetings of the Executive Board whenever, in his judgment, such meetings are necessary. (b) Appoint committees when necessary to carry out the needs of the UPTO. (c) Enforce the provisions of this constitution. 6

(d) In writing, delegate his authority to any district Vice President. (e) Use reasonable means to maintain order at meetings. (f) Sign checks and expend union funds in the absence of the union treasurer. (g) Be bonded according to the provisions of Federal law. This bond shall be in the amount of not less than ten percent (10%) of the funds handled and not less than ten thousand dollars ($10,000). 4.030 The district Vice Presidents will be members of the Executive Board. 4.031 The district Vice Presidents may carry out the duties of the President only as specifically authorized by this constitution. 4.032 No district Vice President may call UPTO meetings or conventions, independently establish UPTO policy or enter into any contract or agreement binding on the UPTO except as specifically authorized by this constitution. 4.040 The Secretary will: (a) Keep the minutes of all UPTO meetings. (b) Initiate any correspondence as may be directed by the President. 7

(c) Maintain the UPTO library. (d) Maintain a list of UPTO Officers and Local Representatives and keep the employer apprised of any changes in the list. (e) Keep a roster of all bargaining unit members and their addresses. (f) Publish the UPTO Newsletter. 4.041 The Treasurer will: (a) Deposit all funds received in financial institutions approved by the Executive Board in accounts under the name of the UPTO. (b) Pay all bills or claims legally due. (c) Be bonded according to the provisions of Federal law. This bond shall be in the amount of not less than ten percent (10%) of the funds handled and not less than ten thousand dollars ($10,000). (d) Make reports to the U.S. Secretary of Labor as required by Federal law set forth in 29 U.S.C. (e) File returns and reports as required by the U.S. Internal Revenue Service and the Oregon Department of Revenue. 8

(f) Keep a roster of all members and their addresses. (g) Maintain an active property accounting system. 4.050 The Local Representatives shall be the UPTO agents at the power production, flood control, transmission, and navigation projects. They may also use the title Local Steward. The Local Representatives will be the chief instruments in keeping the membership informed of UPTO activities and policies. They shall post notices of UPTO meetings, conventions, negotiations, elections and other activities as required. The Local Representatives shall make every reasonable attempt to attend UPTO meetings. If unable to attend they should make every possible effort to see that at least one member from their section which they represent attends the meeting and is provided with written authorization to act as their proxy. 4.060 The Local Representatives shall forward all claims and bills to their district Vice President for approval. The local representative shall, in person, inform members who are in arrears in payment of dues and in jeopardy of loss of membership in good standing. 4.070 The Local Representatives will be elected at the local work place by a simple majority vote by the members in good standing at that local. Polls to elect Local Representatives will be open for a minimum of two (2) weeks to allow all members in good standing the opportunity to vote. Their terms of office may be of indefinite duration but no less than twelve (12) months, except when this is not possible because of transfer, 9

retirement or the like. After a minimum term of office, any member may call for selection of his or her Local Representative. Each Project may have only one (1) Local Representative and up to two (2) Alternate Representatives. When elected, the Local Representatives will inform their employer, the UPTO Secretary and the UPTO Treasurer of their office. 4.071 No UPTO election may be held by voice vote or by show of hands. In lieu of using printed ballots, elections for Project Representatives may employ blank pieces of paper upon which the voter may write the candidate s name. 4.072 The second Alternate Representative will be approved through the Executive Board by a majority vote. This vote will be taken when all members of the Executive Board meet during conference calls. 4.080 As long as the UPTO is the exclusive representative, the Local Representatives have the obligation to represent all employees, members and nonmembers equally. 4.090 The term of office for members of the Executive Board shall be three (3) years. 4.100 Membership in good standing for a continuous period of one (1) year immediately preceding the election is a prerequisite of eligibility to hold any elected office. 10

4.110 Any UPTO officer that falls ninety (90) days arrears in dues payment will, upon notification, submit the dues owed or be removed from office. ARTICLE V ELECTIONS 5.010 Election of officers shall be by secret ballot. 5.020 To be elected, a candidate must receive a majority of the votes cast. If no candidate receives a majority vote a run-off election must be held between the two candidates receiving the most votes. 5.030 If no candidate for an election receives a majority of the votes cast - fifty percent (50%) for the voting membership plus one (1) vote the two (2) with the greatest number of votes will be included on a ballot for a run-off election. The rules for a run-off election shall be the same as for a regular election. 5.040 All UPTO members in good standing are eligible to nominate and vote for candidates for UPTO offices. Only members in good standing are eligible to vote for local representatives and alternates. 5.050 A member in good standing is any UPTO member who is no more than ninety (90) days delinquent in payment of dues. 11

5.060 All members may vote for candidates for President, Secretary and Treasurer. 5.070 Only members in good standing may vote for their own district Vice Presidential candidate. 5.080 Nominations for candidates for election will be made at the triennial convention of each election year after 1981. At that time the President will appoint an Election Committee consisting of no fewer than three (3) members. The Election Committee may have no more than one (1) member from each district having a candidate for President. 5.090 The Election Committee will be responsible for making notices, mailing ballots, receiving and counting ballots, maintaining election records as required by Federal Law, and turning over election records to the Secretary. 5.100 Specific procedures pertaining to the election process shall be stipulated in the bylaws. 5.110 All records pertaining to the election, including the minutes of the meetings when nominations were made, the ballots and the membership mailing lists shall be retained for one (1) year as required by Federal Law, 29 U.S.C. 5.120 The total number of ballots printed, used, unused, mailed, returned, the total number counted, and the total number of late or otherwise invalid ballots shall be a part of the election record. 12

5.130 No less than thirty (30) days prior to the election, the Election Committee shall mail notices of said election to each member in good standing at their last known address. The notice shall contain one (1) ballot with the list of candidates for which the member is eligible to vote and one pre addressed envelope marked "ballot" in which the member is to return their ballot. No ballot shall have any identifying marks upon it. 5.140 The members should select the candidates of their choice on the ballots provided. Any other ballots shall be void. The members should then mail the ballots to the Election Committee in the envelopes provided. 5.150 The Election Committee shall not open any envelope marked "ballot" until after election day. Any ballot postmarked after midnight election day will be left unopened and uncounted but, will be retained along with all other election records. Counting of the ballot s will be done no sooner no sooner than ten (10) days or no later than (14) days after election day. Any ballots received after that time will not be opened or counted but will be retained as part of the election record. 5.160 The Election Board will notify each successful candidate and each Local Representative of the election results as soon as practicable after the votes are counted. The Election Board will then transfer all election records to the Secretary for one (1) year retention. Upon completion of transfer the Election Board will be disbanded. 13

5.170 The new officers will assume the duties of the office one (1) calendar month after election day. At that time the previous officers shall surrender all UPTO equipment and records in their possession to the new officers. 5.180 Any UPTO member has the right to examine any election records upon request. 5.190 Any UPTO member has the right to contest election results according to the provisions of Federal Law. 5.200 UPTO officers as well as persons providing services to the UPTO shall represent the best interest and resolve of the members. They shall not use the authority of their office/position for their own personal benefit. They shall exhibit reasonable decorum and restraint in their conduct as representatives of the UPTO. Failure to discharge their duties as provided in this constitution will place them liable to the provisions of Article X, Recall. ARTICLE VI EXECUTIVE BOARD 6.010 The Executive Board will consist of the UPTO President, District Vice Presidents, Secretary and Treasurer. The UPTO President will be its chairman. 14

6.020 The Executive Board will convene upon order of the UPTO President, when mandated by the members, or as required by the provisions of this constitution. 6.030 A quorum shall be present at any Executive Board meeting to conduct business binding to the UPTO. A quorum shall consist of at least two thirds (2/3) of the Executive Board members. 6.031 If a District Vice President is unable to attend an Executive Board meeting they may, designate another member from their district to attend as their proxy. The designation of proxy must be in writing. 6.040 An Executive Board decision shall require the vote of a majority of the board members present. The UPTO President will not vote except in the case of a tie vote. 6.050 The Executive Board will have the power to make decisions of an immediate nature and binding on the UPTO until the next general UPTO meeting, at which time those decisions will be subject to the approval of the voting delegates, unless specifically otherwise provided in this constitution. 6.060 The Executive Board shall have the authority to: (a) Review agreements between the UPTO and employers. (b) Contract for legal service. 15

(c) Contract for the services of a hired spokesman/business manager for the UPTO. (d) Verify the eligibility of nominees for the UPTO offices. (e) Approve the investment of UPTO funds according to the provisions of Federal Law. (f) Cancel contracts with legal counsel or hired spokesman/business manager. (g) Monitor the activities of legal counsel and hired spokesman/business manager. (h) Order recall elections. (i) (j) Issue member district charters. Appoint members to the negotiating committee. (k) Carry on the day-to-day business of the organization as permitted by the bylaws. This includes, but is not limited to, making decisions on matters requiring action of an immediate nature, and sanctioning the expenditure of UPTO funds as required for the operation of the organization. (l) Approve or veto the UPTO President's nominations to fill vacancies in office. 6.070 In the event that the office of UPTO President becomes vacant before a regularly scheduled election, the Executive 16

Board shall elect, from the Executive Board, a member to serve as President until the next scheduled election. ARTICLE VII PAID PROFESSIONAL SERVICES 7.010 The Executive Board may contract for the services of attorneys-at-law to represent the UPTO in legal affairs and to act as legal counsel to the UPTO. 7.020 The Executive Board may dismiss the legal counsel when it is deemed to be in the best interest of the UPTO. 7.030 The Executive Board may contract for the services of a spokesman to represent the UPTO in legal affairs, in negotiations for agreements between the UPTO and employers and other services as required. 7.040 The hired spokesman may use the title "business manager", and for all intents and purposes, the two titles are synonymous. 7.050 The services of the spokesman may be contracted for no longer than twelve (12) months duration. The contract may be renewed on an annual basis. If the contract, for any reason, is not renewed after twelve (12) months it shall be considered expired. 17

7.060 The hired spokesman will make reports of his/her activities to the Executive Board at least monthly. 7.070 The hired spokesman shall not formulate UPTO policy. He/she shall represent the will and resolve of the membership. 7.080 If the hired spokesman fails to perform his/her services according to the provisions of his/her contract, he/she may have his/her contract canceled by simple majority vote of the Executive Board or under the provisions of this constitution, Article X, Recall. 7.090 The fee paid to the hired spokesman shall be a negotiated item of his/her contract. 7.100 The UPTO retains the right to demand itemized statements in support of bills submitted by any employee or person providing services to the UPTO. These statements shall list the origin or reason for all charges and claims against the UPTO. Unless such itemizing is provided, the United Power Trades Organization reserves the right to refuse payment of such unsupported claims. 7.110 Section 7.100 shall be a part of any contractual arrangement with any person or organization that provides goods or services to the United Power Trades Organization. 18

ARTICLE VIII SALARIES -- EXPENSES 8.010 Officer s salaries shall be stipulated in the bylaws which are set by majority vote of the delegates present at UPTO general meetings or conventions. 8.030 UPTO officers, or their authorized proxies, election committee members, and others as authorized in the bylaws may be reimbursed from the UPTO treasury for reasonable official expenses actually incurred. Reimbursement rates for travel and lodging shall be stipulated in the bylaws. 8.040 UPTO officers may be reimbursed for annual leave they must use in the performance of UPTO business, if authorized by the Executive Board. Reimbursement will be made at their basic rate of pay. 8.050 The rate of pay for professional services will be as set forth in accordance with the bylaws. 8.060 The UPTO shall not be held liable for reimbursement of unreasonable or large claims for which prior authorization was not granted. 8.070 Credit cards will be available to the e-board members upon request. Each card will have a limit of no more than $1,500.00. Any purchase over $100.00 dollars has to be approved by the UPTO president. The card will be used only 19

for union related purchases. If there are any illegal purchases, UPTO will have the right to withhold said monies from the e- board members monthly salary that is paid by UPTO. 8.080 The UPTO financial records will be audited annually. A report of the audit must be made at the annual general convention. 8.081 The President may appoint an auditing committee consisting of two (2) members in good standing to audit the books and accounts of the UPTO. All expenses incurred by the auditing committee members in association with the audit will be reimbursed by UPTO. 8.082 In lieu of Article 8.081 the Executive Board may employ a public accountant to audit the books and accounts of the UPTO. 8.090 A written Treasurer's report shall be submitted at each UPTO general meeting. 8.100 Any member of the UPTO may inspect the books and records of the UPTO upon request at any general meeting or in the office of the Treasurer. 8.110 The UPTO fiscal year will be from 1 July to 30 June. 20

ARTICLE IX DUES -- FEES -- TREASURY 9.010 Each member of the UPTO shall pay monthly dues as specified in the bylaws. 9.023 Members whose payment of dues is in arrears in excess of ninety (90) days shall be subject to payment of three (3) months dues for reinstatement if the member is in arrears less than one (1) year. 9.024 Members of the bargaining unit who have been out of the union for at least one (1) year, may join the union as a new member once in a five (5) year period of time. If the member wishes to do this more than once within a five (5) year period, the member will be considered delinquent on their dues and must pay three (3) months in dues to be reinstated. 9.030 Dues or fee increases must first be approved by a majority vote by secret ballot of the members in good standing voting at a general or special membership meeting, after reasonable notice of the intention to vote upon such question, or by majority referendum conducted by secret ballot. 9.040 The UPTO will not go into debt unless approved by majority vote of the delegates at general meetings of conventions. 21

9.050 UPTO funds shall not be used for speculative investments. UPTO funds may only be invested at financial institutions approved by the Executive Board. 9.060 UPTO funds shall not be used for personal loans to anyone. 9.061 UPTO funds shall never be used for loans to any business in which any UPTO member, officer, or employee is an owner, part owner, or has controlling interest. 9.062 UPTO funds shall never be used for loans to any business in which the immediate family of any UPTO member, officer, or employee is an owner, part owner, or has controlling interest. The immediate family is here defined as being parents, children, brothers, and sisters. 9.070 A member-approved percentage limit on the amount of revenue that may be paid to employees or hired professional services shall be included in the bylaws. Contingency funds, war chests, and the like shall not be used for routine payment of salaries and expenses. Contingency funds may, however, be used for any extraordinary expenses arising from legal actions, fines, negotiations, or unforeseen emergencies. 9.080 The Emergency Relief Fund, hereafter called The Fund, is to be established by the transfer of three thousand dollars ($3,000.00) to The Fund from the general account. 9.081 No increase in members' dues is to occur in the establishing or maintaining of this fund. 22

9.082 Upon the confirmed death of an active member, the UPTO Treasurer will pay to the designated person the maximum amount of three thousand five hundred dollars ($3,500.00). If a multiple death occurs, the fund will pay a proportional amount of The Fund's existing balance to the designated persons. There will be no funds expended from any other UPTO account after The Fund has been established. The death is to be confirmed by one of the District Vice Presidents or the President. 9.084 The "designated person" will be that person designated by the UPTO member in writing, and such designation must be witnessed by the project representative or his alternate. 9.086 The original of this letter of designation is to be kept by the Treasurer. 9.088 Active member is a currently employed member of USACE Projects under UPTO jurisdiction. 9.090 The UPTO retirement dues refund plan is established to refund a portion of a members dues upon their retirement. 9.091 The amount of retirement dues refund is based on the member s continuous years of membership in the United Power Trades Organization. 9.092 The amount of retirement dues refund will be calculated as follows, the number of full years of continuous membership times the member s hourly rate, at the time the members retire. 23

9.093 The calculation will be for full year s membership only, a full years membership begins and ends from the anniversary date of joining UPTO. 9.100 In the event of dissolution to the UPTO, any assets remaining after paying all debts will be distributed equally among the members in good standing at the time of dissolution. 9.110 Financial records shall be audited according to the provisions of Article IX, Salaries and Expenses. 9.120 The UPTO Treasurer shall maintain an active property accounting system. 9.130 No UPTO property listed on the inventory may be sold, given, traded, or in any way disposed of, unless authorized by the Executive Board. 9.140 Surplus or unusable UPTO property will normally be sold at auction to the highest bidder. Announcements of the sale shall be made to the membership one (1) month before the auction. 9.150 The UPTO will not sanction money-raising projects at the local level unless prior Executive Board approval has been given. 9.160 A Financial Liability Investigation of Property Loss (FLIPL) fund shall be established by the transfer of ten 24

thousand ($10,000) from the general fund to the Financial Liability Investigation of Property Loss (FLIPL) Fund. 9.161 An additional amount will be added to the Financial Liability Investigation of Property Loss (FLIPL) Fund from the general fund each month in the amount of five hundred dollars ($500) per month provided that there remains five hundred dollars in the months receipts after all other expenses are paid for that month until the Financial Liability Investigation of Property Loss (FLIPL) Fund amount shall reach a limit of fifteen thousand dollars ($15,000). Whenever the Financial Liability Investigation of Property Loss (FLIPL) Fund falls below the fifteen thousand dollar ($15,000) limit it will be replenished in the same manner as established above. 9.162 The purpose of the Financial Liability Investigation of Property Loss (FLIPL) Fund shall be to reimburse any FLIPL expenses imposed on a member by the Agency up to two thousand five hundred dollars ($2,500). The Financial Liability Investigation of Property Loss (FLIPL) Fund will not cover assessments that are the result of "gross" negligence or "willful" destruction. The Financial Liability Investigation of Property Loss (FLIPL) Fund benefit may be used once during any five (5) year period unless this requirement is waived by a unanimous vote of the UPTO Executive Board. 9.163 To be eligible for this reimbursement the member must comply with all of the following: a. The individual must be a member in good standing at the time an accident takes place that results in a Financial Liability Investigation of Property Loss (FLIPL) judgment 25

against that member and must remain a member in good standing throughout the process. b. The member must designate the Union as their representative in all matters concerning the Financial Liability Investigation of Property Loss (FLIPL) process. c. The member will cooperate with the Union throughout the Financial Liability Investigation of Property Loss (FLIPL) process and work to minimize the amount accessed against the member. d. The member will participate in all steps of any grievance(s) resulting from the Financial Liability Investigation of Property Loss (FLIPL) and its processes unless excused from doing so by the Union. 9.164 The Union will reimburse a member who meets the above criteria the amount that has been assessed by the Financial Liability Investigation of Property Loss (FLIPL) up to the two thousand five hundred dollar ($2,500) limit, at the time the process and all resulting grievances and arbitrations have been completed. Should there not be sufficient moneys in the Financial Liability Investigation of Property Loss (FLIPL) Fund, the Union will payout to the member whatever funds are in the account at the time. 9.170 Paid benefit programs may be entered into by UPTO under the direction of the E-Board with the following guidelines: 1. Only Members or Associate members may participate, 2. All costs incurred by the program will be paid by those participating in the program. 26

ARTICLE X RECALL 10.010 The UPTO President, Secretary, Treasurer, district Vice Presidents, local representatives or any officers of the UPTO or any person providing professional services to the UPTO may be separated from their office or have their contract canceled through the provisions of this constitution. 10.020 The Executive Board may dismiss any person providing services to the UPTO if it is in the best interest of the UPTO or if that person fails to comply with the provisions of their employment or contract. 10.030 Any member may submit a petition to the Executive Board requesting dismissal of any person providing personal services to the UPTO. 10.031 If any member is successful is obtaining the signatures of one half of the members in his/her district on a petition for dismissal, he/she may present the petition to the Executive Board. Such a petition shall mandate Executive Board action. 10.040 If a person dismissed through the provisions of Article X, 10.020 or 10.031 is entitled to payment of fees according to the provisions of his/her contract, then such payment will be made, however, he/she shall no longer provide services to or for the UPTO. 27

10.050 If the UPTO President, Secretary, Treasurer, district Vice Presidents, local representatives, or any officers of UPTO fails to act in the best interest of the UPTO, the Executive Board may request written justification of his/her actions while a possible request for resignation of that officer is pending. 10.051 The E-Board will give 14 days advance notice to membership before asking an elected official to resign. This will be done through the project Reps. 10.052 After being given thirty days to correct problems sited by the E-Board the Treasurer can be dismissed from their office, by the E-Board, without a recall vote if they fail to act in the best interest of UPTO or refuse to resign. 10.060 Any member may initiate a petition for recall of any UPTO officer for which they would be eligible to vote for in elections. 10.061 If a member obtains the signatures of at least on half of the members in his/her district on a petition for recall, he/she may present it to the Executive Board. Upon verification of the petition signatures, the Executive Board shall order a recall election. 10.070 Recall elections shall be announced thirty (30) days in advance. No less than fifteen (15) days before recall election day notice shall be mailed to all eligible UPTO members at their last known address. Each notice will contain one ballot and one addressed return envelope. Each member shall be entitled to only one (1) ballot. Ballots will be returned to the 28

Executive Board in the envelopes provided. No ballots shall be opened before election day. Ballots received after midnight election day will be void and will be left unopened. The ballots will be counted ten (10) days after election day. A two-thirds (2/3) majority of the votes cast will be necessary for removal of the person from office. Removal from office will be effective seven (7) days after the ballots are counted. 10.080 Members may only participate in recall elections for officers that they would be eligible to vote for in elections. 10.090 All districts that voted for the UPTO Secretary, Treasurer, and President must participate in any recall election of these officers. ARTICLE XI MEMBERSHIP -- RIGHTS 11.010 Membership in the UPTO will be open to any operations, maintenance craftsman, warehouse worker, navigation lock personnel at any power production, flood control, transmission, and navigation projects. 11.020 To remain a member in good standing, that member must be no more than three (3) months in arrears in payment of his/her dues. 11.030 Every member in good standing will have the right to nominate candidates for election, to vote in referenda or 29

elections, to attend UPTO meetings and to participate in the deliberations at such meetings. 11.035 Members in good standing may be candidates for UPTO office if they meet the standards given in this constitution and in the bylaws. 11.040 Every member will have the right to meet and assemble freely with others members and to express views pertaining to issues of concern to the UPTO as long as they remain orderly and refrain from disrupting the conduct of proper UPTO business. 11.050 Every member has the right to speak at least five (5) minutes on items of business at UPTO general meetings. That person may speak another five (5) minutes on the same issue provided all other members in attendance have had an opportunity to speak. Any member that is disruptive or disorderly may be removed from the meeting by order of the UPTO President. 11.060 All members should keep their Local Representatives informed of their current address and job position. The Local Representatives will provide this information to the Treasurer and Secretary. 11.070 The members shall have the right to review and ratify by majority vote any collective bargaining agreement. 11.080 Associate memberships may be granted under the direction of the E-Board with the following guidelines: 1. An 30

associate member is a member of another union that has like interests with UPTO or is a surviving spouse of a deceased UPTO member, 2. An associate member may not hold office or vote on UPTO business, 3. Associate Members may participate in selected Benefit Programs that UPTO has. ARTICLE XII CONSTITUTION - BYLAWS AMENDMENTS -- REPEAL 12.010 None of the provisions of this constitution is intended to be in violation of members rights or to be contrary to local, state or Federal laws. 12.020 This constitution, upon ratification by the majority of the votes cast at a general UPTO meeting, shall supersede any other document purported to be a constitution of the UPTO. This organization shall have only one constitution. 12.030 A copy of the constitution and bylaws will be made available to any member upon request. 12.050 Any member may propose additional provisions or amendments to be included in this constitution. Such additional provisions shall be voted on at the next general meeting of the UPTO. 31

12.060 Rules for governing the day-to-day administration of the organization, and as required by this constitution, shall be contained in a set of bylaws. 12.070 The provisions of this constitution may be amended or repealed as well as any revisions, additions or deletions to the bylaws at any general meeting or convention by a two thirds (2/3) majority vote providing that: (a) A quorum is present. (b) The proposed amendment, repeal, revision, addition or deletion was published and distributed with the agenda. 12.080 Copies of the constitution shall be submitted to the U.S. Department of Labor as required by law. 32

ORDER OF BUSINESS CALL TO ORDER READING OF THE MINUTES FINANCIAL REPORT CORRESPONDENCE COMMITTEE REPORTS STATE OF THE TRADES REPORTS UNFINISHED BUSINESS NEW BUSINESS ANNOUNCEMENTS ADJOURNMENT 33

BYLAWS of the United Power Trades Organization AUTHORIZATION The United Power Trades Organization Constitution Article 12.060 states, "Rules for governing the day-to-day administration of the organization, and as required by this constitution, shall be contained in a set of bylaws." In this document are the rules and the administrative procedures so authorized. ELECTIONS Const. 5.110 Specific procedures pertaining to the election process shall be stipulated in the bylaws. 5.100.10 The provisions of the Labor-Management Reporting and Disclosure Act of 1959 (LMRDA, sometimes called the Landrum-Griffin Act) and any other applicable federal or state laws must be observed. 5.100.20 Interim elections or appointments to fill vacancies occurring between regular elections are not covered by the LMRDA and will be done in accordance with the UPTO Constitution and these bylaws. 5.100.30 Delegate elections must be conducted in accordance with the LMRDA if the delegates nominate or elect officers at a higher level within UPTO. 34

5.100.40 Any person that is involved with policy making or who has executive authority or responsibility within the UPTO, even though not considered an UPTO officer, must be elected according to the provisions of the LMRDA. 5.100.50 Election records include all used and unused ballots, voters registers, eligibility lists, tally sheets, and the like. All of these must be retained by the UPTO Secretary for one (1) year following the election. All UPTO records of any contested or protested election must be retained until the matter has been resolved. 5.100.60 Eligibility for office, in accordance with Constitution Article 4.100 is membership in good standing for a continuous period of one (1) year immediately preceding the election. In addition, no convicted felon may hold any UPTO elective office. Nor shall any person hold UPTO office for a period of thirteen years following initial conviction or thirteen years following incarceration for attempting to commit, conspiracy to commit, or the commission any of the following: crimes of robbery, bribery, extortion, embezzlement, grand larceny, burglary, arson, narcotics offenses of any kind, murder, rape, assault with intent to kill, assault which inflicts grievous bodily injury, violation of Titles II or III of the LMRDA, any felony involving abuse or misuse of such person s employment or position in a labor organization to seek or obtain an illegal gain at the expense of its members, or a crime in which any of these listed crimes is an element. 5.100.70 Any UPTO member must be given the opportunity to observe the election committee as they mail the ballots, 35

count the ballots, or in any other activity the election committee conducts as a group in holding UPTO elections. Candidates for office may have an observer present at any election committee proceedings. The election committee has the right, however, to expel any member or observer that interferes with or disrupts the performance of its legally assigned duties. 5.100.80 UPTO elections, except at the project level, will be conducted by means of ballots mailed to all eligible members. Voting machines or poling places will not normally be used. 5.100.100 The UPTO Treasurer shall make available, at the candidate s request, an accurate and current member- ship list for that candidate s inspection. No candidate, however, may be permitted to copy or obtain a copy of the membership list. If any candidate for office was given the opportunity to inspect membership lists, the other candidate for that same office shall be so notified. 5.100.110 UPTO must honor any candidate s reasonable request to distribute their campaign literature at the candidate s request. This literature may not be censored by UPTO nor shall its content serve as a basis for later disciplinary action or discrimination. 5.100.120 UPTO funds or facilities cannot be used to promote or support any candidate for any office of any union. 5.100.130 No resources of any kind from any employer may be used or solicited to assist any candidate for UPTO office. 36

5.100.140 No candidate for UPTO office or their supporters may be denied any UPTO service or privilege, nor shall they be in any way be intimidated or harassed by any UPTO member or officer, nor shall any UPTO member or officer interfere with their employment or with their employer. 5.100.150 Candidates for office shall be nominated from the floor of the nominating convention. 5.100.160 All UPTO members in good standing may make nominations for any office for which they may vote. Retired UPTO members are not eligible to vote unless they are actively paying dues into the UPTO treasury. 5.100.170 Notice of the nominating convention must be sent to and prominently posted at the local projects no later than the first week of January of the election year. These notices must give the time, date, specific location of the convention, the offices to be filled, and the required qualifications for office. 5.100.180 If notices of nominating conventions and elections are mailed to members, then the notices shall be mailed to all members. Selective notification shall not be al- lowed under any circumstances. Mailing day is always counted as day zero (0). The day after mailing is day one (1). 5.100.190 Nominating conventions must be held no later than the first week of March of the election year and no sooner than sixty (60) days after notice of the nominating convention has been given. 37

5.100.200 The UPTO President shall appoint, in accordance with the UPTO constitution, an election committee at the nominating convention. UPTO members attending the convention may, by majority vote, veto any committee appointments, in which case(s) the president should make additional appointments, as required. 5.100.210 The UPTO Treasurer shall make available to the election committee a complete, current roster and dues record of all members committee no later than the third week of March. These records must be accompanied by an affidavit signed by the UPTO Treasurer that attests to the accuracy of those records. The affidavit shall be a part of the official election record. 5.100.220 No later than the third week of March of election year, a notice listing the members of the election committee and their addresses shall be prominently posted at every UPTO project. 5.100.230 The election committee will, using the records provided them, make the determination of which members are those in good standing. All work sheets and tally sheets used in making this determination shall become a part of the official election record. The records shall clearly reflect which members are and which are not in good standing. 5.100.240 UPTO members observing the election committee activities may challenge the eligibility of voters at the time the election committee determines eligibility. Challenges must be 38

resolved in the presence of observers representing all candidates before the ballots are counted. 5.100.250 Employer delinquency in forwarding dues to UPTO shall not disqualify an UPTO member from good standing status. 5.100.260 The ballots shall be printed in only one (1) type size. No ballot shall have any unique mark or identification upon it, nor shall it have any feature that will identify the voter that used it. The order in which the candidates are listed for each office shall be determined by lot (drawing) by the election committee. The incumbent shall not be identified on the ballot. The craft and work location of each candidate may be specified on the ballot. If this is omitted for one candidate for one particular office, it shall be omitted for all candidates for that office. All candidates shall be given the opportunity to specify how their names shall appear upon the ballot. 5.100.270 If only one (1) person is nominated for a position at the nominating convention, and that person accepts the nomination, the position will not appear on the ballot. 5.100.280 The election committee must obtain from the printer a written notice of the precise number of ballots printed. This shall become a part of the official election record. The election committee shall count the ballots and verify the accuracy of the printer s count. 39

5.100.290 The ballots shall not be printed on UPTO equipment or in an UPTO office. Nor shall any candidate participate in ballot preparation. 5.100.300 The election committee shall mail out ballots to all eligible members no later than the first day of May of the election year and no later than thirty (30) days before election day 5.100.310 Every eligible voter shall be mailed one (1) ballot, one (1) blank envelope having no identifying marks, one (1) envelope pre-addressed to the ballot pickup point, and, if necessary, an instruction sheet. The pre-addressed envelope should have the voter's name and return address on it, as well. The voter shall be instructed to place the ballot in the plain envelope which is to be placed in the return envelope. The precise time and date by which the ballots must be received at the designated ballot pickup point shall be specified. Postmark dates are not to be used to determine ballot receipt deadline. 5.100.320 The ballot pickup point shall not be at any UPTO office, nor shall it be at any point accessible to any candidate. It normally will be a post office box rented only for the election. 5.100.330 Voters may return spoiled, unusable ballots in exchange for a new ballot. Spoiled ballots shall be saved as part of the official election record. 5.100.340 Ballot envelopes that are received after election day shall not be opened. They will, however be retained along with the election other election records. 40

5.100.350 Election day shall be the first day of June. 5.100.360 The ballots shall not be counted any sooner than ten (10) days after the election and no later than fourteen (14) days after the election. 5.100.370 The entire election committee shall be present when the ballots collected at the pickup point, when they are opened, and when they are counted. 5.100.380 Any ballot envelopes received from any voters whose eligibility was successfully challenged shall not be opened. All envelopes received from eligible voters shall be opened and the inner envelope shall be removed unopened and kept separate from all other ballots. After emptying the contents of all eligible outer envelopes, the inner envelopes can be opened and the votes tallied. 5.100.390 After tallying, the results should be made available to the membership no later than one week after tallying. 5.100.400 In spite of variation in marking on ballots, if the voter's intention is clear, the vote shall be counted. 5.100.410 An entire ballot shall not be voided on the basis of an error for one office. 5.100.420 Ballots that bear any marks or writing that will identify the voter shall be made void and shall be so identified. 41

5.100.430 After tallying the votes, the election committee shall count all ballots of all categories, spoiled, unused, voided, undelivered, tallied, etc. This count shall be made a part of the election record. 5.100.440 Undelivered ballots should not be returned to any UPTO office. 5.100.450 Newly elected officers shall assume responsibility on the first day of July. For positions requiring runoff elections, the new officers take over one (1) calendar month after election day. The incumbent remains in office until this time. 5.100.460 Ballots for runoff elections, if required, shall be mailed to all members no later than the second week of July. 5.100.470 Runoff election day, if required, is the first day of August and it may be conducted by the same election committee that conducted the regular election. 5.100.480 Officers selected by means of a runoff shall assume responsibility of their new position the first day of September. 5.100.490 The election committee shall surrender all records to the UPTO Secretary no later than the second week of September of the election year. 5.100.500 Any member has the right to file a complaint with the Secretary of Labor concerning the way UPTO any election has been conducted. The complaining member, however, must first attempt to resolve the problem within the UPTO. 42