SCS RETIREES INCORPORATED A NONPROFIT CORPORATION OPERATING AS SCS/SNC RETIREES BYLAWS ARTICLE ONE MEMBERSHIP Section I. Membership of SCS RETIREES INCORPORATED (the corporation), operating as SCS/SNC RETIREES, is open to all employees retired from Southern Company Services, Inc. (SCS), from Southern Nuclear Corporation (SNC), and from other affiliated Southern Company organizations, with pension; and such employees who are on long term disability as defined by SCS or SNC, regardless of their place of residence, and their spouses. Section II. There shall be three classes of membership for individuals eligible under the definition in Section I. A. Member: A retired or long-term disability employee who resides within the greater Birmingham/Hoover metropolitan area and those that reside outside the greater Birmingham/Hoover metropolitan area who elect to be a member rather than an associate member. B. Associate Member: A spouse of a member, a surviving spouse of a deceased employee or member, and a retiree who is eligible to be a member but resides outside the greater Birmingham/Hoover metropolitan area. C. Honorary Member: A retired or long-term disability employee of SCS, SNC or other affiliated Southern Company organization who desires to be a member, but who is physically unable to participate. A special permanent committee, consisting of the chairs of the member care, membership and fellowship committees, will make recommendations at the beginning of each year to the board of directors on additions and deletions to the honorary membership list. Section III. Members and associate members of this corporation shall consist of those qualified persons who have notified the corporation of their proper and current resident address and are current in their payment of dues for their membership classification, hereinafter referred to as member in good standing. The members of the corporation shall not, as such, be liable for obligations of the corporation.
2 ARTICLE TWO MEETING OF MEMBERS Section I. An annual meeting of the members of this corporation shall be held during the month of November or December of each year. Notice of the day, place, hour, and purpose of such meeting shall be mailed to each member entitled to vote at such meeting approximately two weeks, but not less than five (5) days nor more than fifty (50) days before the date of the meeting. Failure to hold the annual meeting at the designated time shall not cause a forfeiture or dissolution of the corporation. Section II. Meetings of the membership shall be held every other month of each year beginning with the month of January. Section III. Special meetings of members may be called whenever necessary by the president, by ten members of the corporation, or by three members of the board of directors, by filing with the secretary of the corporation a written call for such meeting, stating the place, day and hour, and purpose or purposes thereof. Each member entitled to vote shall be notified by the secretary of this meeting approximately two weeks, but not less than five (5) nor more than fifty (50) days before the date of the meeting. Section IV. Whenever any notice is required to be given to any member or director of the corporation under provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated there, shall be equivalent to the giving of such notice. Any notice may also be given in any newsletter or bulletin that is sent to the members within the required notice period. Section V. Meetings of the members may be held at such place, either within or without Alabama, as may be provided in the notice of such meeting. ARTICLE THREE VOTING Section I. Each member in good standing shall be entitled to one vote at any meeting of said corporation. Associate Members shall have no right to vote. Section II. Ten members in good standing shall be present in person to constitute a quorum for the transaction of business, but the members present at any meeting, although less than a quorum, may adjourn the meeting to some later date and hour. There shall be no voting by proxy.
3 ARTICLE FOUR POWER AND DUTIES OF THE CORPORATION The corporation is the members of the organization. The powers and duties of the corporation shall be to: 1. Determine policies of the corporation. 2. Elect officers and directors. 3. Remove and replace members of the board of directors at the recommendation of the board. 4. Make recommendations to the board of directors. 5. Receive and take action upon reports and recommendations of the board of directors. 6. Amend the bylaws and articles of incorporation. 7. Determine who are the Members and Associate Members of the corporation, but there shall be no capital stock of said corporation and no private profit of any kind shall be derived or made therefrom by the members of the corporation. The private property of the members, directors, incorporators, or officers shall not be subject to the payment of debts of the corporation. The corporation shall have power to incur from time-to-time such indebtedness as may be provided for by its annual budget. 8. Have any and all other powers which a nonprofit corporation may have under the Alabama Nonprofit Corporation Act and the laws of the State of Alabama as are necessary or convenient to effect any and all of the purposes for which the corporation is organized without limitation by reason of the above enumerated powers. ARTICLE FIVE BOARD OF DIRECTORS The control and management of the affairs and funds of the corporation shall be vested in a board of eleven (11) directors. Section I. Election A. The directors shall be elected at the annual meeting of the corporation. Any such election may be conducted by mail upon prior adoption of an appropriate resolution by the board of directors. At each annual three (3) directors shall be elected for a two-year term and four (4) directors shall be elected for a one-year term by virtue of being elected to the offices of president, vice president, secretary and treasurer. The immediate past president, who has served a full term, shall be eligible to serve as a member of the board of directors for a one-year immediately succeeding that term as president. The past president s name shall be included with other nominations presented at the annual meeting. Should there not be an
4 immediate past president meeting this qualification, a fifth director shall be elected for a one-year term to compose a board of eleven (11) directors. B. Vacancies occurring on the board of directors, other than by removal of a director or directors, shall be filled by a majority vote of the remaining members of the board though less than a quorum. The directors of the corporation shall not, as such be liable for obligations of the corporation. C. In case the entire board of directors shall die or resign, any member may call a special meeting of the corporation in the same manner that the president may call such meetings, and directors for the unexpired term may be elected at such special meetings in the manner provided for their election at the annual meeting. D. Directors may be removed from office as provided in the articles of incorporation and the bylaws. Section II. Qualifications A. A director must be a member of the corporation in good standing. Associate members are not eligible to serve as directors. B. If possible, six (6) of the directors shall live in or near the greater Birmingham/Hoover metropolitan area. Section III. Meetings A. Meetings of the board of directors, regular or special, may be held either within or without Alabama. B. There shall be regular meetings of the directors held every other month of each year beginning with the month of January, or otherwise as may be designated by majority vote of the directors. The secretary will send a printed notice to the directors at least five (5) days before each meeting. Any notice may be given by publication in any newsletter or bulletin that is sent to the members within the required notice period. Neither the business to be transacted at, or the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of such meeting or the waiver of notice unless required by the bylaws. C. A regular meeting of the board may be held immediately after the adjournment or recess of each regular annual meeting of the corporation on the same day and in the same place without specific notice. D. A special meeting of the board may be called by the president or by three (3) members of the board of directors by filing with the secretary a printed call for such a meeting. The secretary shall mail to each director a printed notice stating the time and place of the meeting at least five (5) days prior to the meeting.
5 E. A quorum of the board shall be six (6). F. Members of the board of directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communication equipment, provided all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence at a meeting. G. All items of business coming before the board shall be decided by a majority of those board members present provided a quorum has been satisfied. H. Committee chairs shall meet with the board of directors to provide information, but shall not vote. Section IV. Exculpation of Directors A. No director shall be liable to anyone for any acts in behalf of the corporation or any omissions with respect to the corporation committed by such director, except for a willful neglect or default. B. The directors of the corporation shall not, as such, be liable for obligations of the corporation. ARTICLE SIX OFFICERS The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. Any two or more offices may be held by the same person, except the offices of the president and secretary. The officers of the corporation shall not, as such, be liable for obligations of the corporation. Section I. Election The officers shall be elected annually by the membership. This election shall take place at the annual corporation membership meeting. Election as an officer shall also be election as a director of the corporation. Section II. Tenure of Office The officers shall hold their office for one year from January 1 to December 31, and until their successors are duly elected and installed. The election and installation shall normally be conducted at the November/December annual meeting. Any officer may be reelected to the same, or elected to another office of the corporation.
6 Section III. Removal of Officers Any officer may be removed by the board of directors when in their judgment the best interests of the corporation will be served, and the remaining term of the office shall be filled by majority vote of the directors. Section IV. Assistant Officers The directors may elect or appoint from their number such assistant secretaries and assistant treasurers as they may deem necessary for such terms and with such authority as they may designate, but not exceeding the term or authority of the officer being assisted. Assistant officers shall not have voting privileges at board meetings. Section I. Contracts ARTICLE SEVEN CONTRACTS, CHECKS, DEPOSITS, AND FUNDS The board of directors may authorize any officer or officers, agent or agents of the corporation, as authorized by these bylaws, 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 may be confined to specific instances. Section II. Checks, Drafts, or Orders All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer. Section III. Deposits All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. Section IV. Membership and Dues The annual dues of a member and spouse shall be $15.00. The spouse shall be classified as an associate member. The dues for all other associate members shall be $7.50. Honorary members shall not pay dues. The board of directors may change the amount of dues at any time by majority vote.
7 ARTICLE EIGHT BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its members, board of directors, committees having and exercising any of the authority of the board of directors, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, member s agent or attorney for any proper purpose at any reasonable time. ARTICLE NINE WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Alabama Nonprofit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a 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 TEN INDEMNIFICATION Any person made a party to any action, suit or proceeding because such person served as an officer, director, or committee member of this corporation shall be indemnified by the corporation against all costs (including the amounts of judgments, settlements, fines, or penalties) and expenses, including attorney fees incurred in connection with such action, suit or proceeding provided; however, such indemnification shall not be provided on any matter in which the person shall be finally adjudged in any such action, suit or proceeding to not have performed his/her duties in good faith, in a manner reasonably believed to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. ARTICLE ELEVEN SEAL The corporation may have a corporate seal which shall be identified by the following words: SCS RETIREES INCORPORATED. ARTICLE TWELVE FISCAL YEAR The fiscal year of the corporation shall be January 1 to December 31.
8 ARTICLE THIRTEEN PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the corporation may adopt. ARTICLE FOURTEEN AMENDMENTS The power to alter, amend, or repeal these bylaws or to adopt new bylaws, insofar as is allowed by law and to the extent that such amendments, alterations or new bylaws do not change the number of directors or work a change in the purposes for which the corporation is organized, is vested in the board of directors which shall act by a majority vote of all directors. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted which change the number of directors or work a change in the purposes of the corporation only by a majority vote of the members present in person at any regular or special meeting for that purpose, notice thereof which shall have been given in writing at least ten (10) days in advance and which notice shall contain the proposed alterations, amendments or new bylaws in detail. Any proposed amendments originating from the membership of the corporation shall be presented by the board of directors in writing two (2) weeks before issue of any notice of a meeting of the membership for consideration. The bylaws shall not contain any provisions for the regulation and management of the affairs of the corporation inconsistent with law or the articles of incorporation. ADOPTED; April 10, 1987 /s/ Margaret B. Carter, Secretary /s/ Jerry Vandegrift, President Revision 1, December 15, 1998 (Henry Garrett) Revision 2, November 2002 (Liz Winter) Revision 3, November 2003 (Henry Garrett) Revision 4, November 2006 (John Brandt) Revision 5, March 2008 (Richard Chastain) Revision 6, (Al Nebrig)