HONEYWELL  RETIREE  SOCIAL  CLUB  OF  ARIZONA

ARTICLE I - NAME

The name of the club will be the HONEYWELL RETIREE SOCIAL CLUB OF ARIZONA. The club will be freestanding but closely related to Honeywell International, Inc.

ARTICLE II - MISSION

HRSC is a social organization in Arizona for Honeywell International, Inc. retirees. This organization will be open without regard to prior class of employment, race, creed, sex or geographical residence.

HRSC will provide program activities, programs (such as Fix-It Guys Program) and projects of interest to retirees and spouses. It will facilitate effective communications between members, other Honeywell retiree clubs and Honeywell International, Inc.  It will provide opportunities to renew acquaintances and promote fellowship among retirees, and will assist retirees in maintaining and enhancing the image of Honeywell International, Inc., in the eyes of the public.

ARTICLE III - MEMBERSHIP

Section 1.  Membership eligibility

Membership eligibility is automatic for anyone who is, or was employed by Honeywell International, Inc., or retirees from other companies that have or have had an ownership relationship with Honeywell International, Inc. An active employee who is eligible to receive benefits from Honeywell International, Inc., and has reached the age of 50 is eligible to apply for Club membership.

Section 2.  Membership classes

Membership classes will consist of:

Active Members - Those members paying annual dues and therefore eligible for all programs offered by the Club. If both spouses meet the eligibility requirements, only one annual dues payment is required for both to be active members.

Associate Members - Spouses of deceased Active Members. Such members will not be eligible to vote and will not be required to pay Club dues. They will be eligible for all programs offered by the Club.

VIPs – Those invited by the Board to be VIPs in recognition of their services to the Club or their active work in other Honeywell retiree clubs in Arizona. They are not members, but will receive complimentary copies of the electronic Bridge, excluding the list of members' email addresses that is published in it from time to time.

Section 3.  Annual dues

The HRSC fiscal year runs from May 1 to April 30.

Annual dues will become payable on May 1 of each year and will cover the period of May 1 through April 30 of that fiscal year.

Retirees who become Active Members after Jan 1 of any fiscal year will be considered to have paid their dues through April 30 of the following fiscal year.

The annual dues will be determined by the Board of Directors.

ARTICLE IV - CLUB MEETINGS

Section 1.  Calling of meetings

Meetings of the Club may be called by the President or by the Board of Directors. Such meetings may also be called by any Active Member through a written request to the Board of Directors stating the purpose of the meeting and signed by at least five Active Members of the Club.

Section 2.  Meeting announcement

Meetings will be called by the Club President, and board members will be notified by email or telephone. Meeting dates will be published on the HRSC website. Meeting dates may also be published in the Bridge if time permits.

Section 3.  Member votes

Each Active Member will be entitled to one vote on each issue presented by the Club.

ARTICLE V - BOARD OF DIRECTORS

Section 1.  Membership of the Board of Directors

There will be a Board of Directors consisting of four officers (President, Vice President, Secretary, and Treasurer) and six “at large” Directors, all elected from the Club's Active Membership.

Section 2.  Powers and duties

Subject to the provisions of these bylaws and to such action as may be taken from time to time by the Club at an official meeting, the Board of Directors will control and manage the affairs of the Club. The Board of Directors may also establish committees with prescribed duties. (See ARTICLE VI below for details.)

Section 3.  Meetings

The Board of Directors will meet at least six times per year. All meetings are open to any Active Member subject to available space.

Section 4.  Quorum

Six members of the Board present will constitute a quorum of the Board of Directors provided that this includes at least two Club officers. At a regular Board meeting and in the absence of sufficient officers and directors to constitute a quorum, a vote on matters brought up at the meeting that require a quorum may be submitted to Officers and Directors via email by the President asking for a vote.

ARTICLE VI - OFFICERS

Section 1.  Powers and duties

1. President - The President will preside at all meetings of the Club and of the Board of Directors and will establish committees (such as the Nominating Committee) as needed.

2. Vice President - The Vice President will act at the discretion of the President and will assist the President in the operation of the Club. The Vice President will perform the duties of the President when the President is unable to do so.

3. Secretary - The Secretary will keep the records of all meetings of the Club and of the Board of Directors. The Secretary will give notice of all meetings and will distribute the meeting minutes to all members of the Board in a timely fashion. The Secretary will be responsible for any correspondence, files, records, (including the By-Laws), and papers of the Club not pertaining to the office of the Treasurer. The Secretary will preside at meetings of the Board of Directors when the President and Vice President are unable to do so.

4. Treasurer - The Treasurer will keep full and accurate account of all money received and disbursed. The Treasurer will make deposits in the name of and to the credit of the Club in such depositories as may be designated by the Board of Directors. The Treasurer will make disbursements as directed by the Board of Directors.

The Treasurer will have authority to receive and to give receipts for all money paid to the Club and to complete and record all such transactions. Either the President or the Treasurer will have the power to sign financial transactions. The Treasurer will present a financial report at each meeting of the Club. The Treasurer will prepare an annual report and submit it to the Arizona Corporation Commission. (This report includes notification of changes of organization name, address or agent.) The books of the Club will be audited annually, with the audit facilitated by the Treasurer. The Treasurer will file form 990 with the IRS annually. The Treasurer will maintain the non-profit status of the Club with the Arizona Corporation Commission.

6. Directors - The Directors will serve and act in an advisory capacity on all matters of the Club's business. Each Director will have one vote on any issue brought before the Board of Directors.

7. Officers and Directors who miss four or more meetings out of six required meetings during the year may be temporarily replaced by an Active Member of the Club appointed by the Board of Directors.

Section 2.  Vacancies

Vacancies in any office of the Club may be temporarily filled by an Active Member of the Club appointed by the Board of Directors. The vacancy must be filled permanently at the next regular election.

ARTICLE VII - ELECTION

Section 1.  Election schedule

Election of the Officers and Directors will be held in the period February through April (the Club’s fourth fiscal quarter) each year on a schedule determined by the board.

The newly elected Officers and Directors will assume their offices on May 1.

Section 2.  Terms of office

Officers are elected for two-year terms.

The terms of office for the Directors will be staggered. Each Director will serve a period of three years with two new Directors elected each year.

ARTICLE VIII - NOMINATION PROCESS

Section 1.  Nominating committee

The Nominating Committee, selected by the board of directors, will submit their report to the Board and then ballots will be included in issues of the Bridge preceding the annual election.

Section 2.  Selection procedure

Nominations of candidates for office to the Board may be made by any Active Member by submitting the candidate’s name to the Board of Directors (or the Nominating Committee). Written or oral notification to the Board or to the Nominating Committee will be sufficient. Nominees must be verified and agree to serve before being placed on the ballot. Candidates cannot run for more than one office per election.

Section 3.  The election

Voting will be conducted using whatever mechanisms the board of directors decides on each year. If no nominations are forthcoming by the formal nomination process, the Board will vote to select new directors and officers as needed. The election of the officers and members of the Board of Directors will be announced in the Bridge and on the website.

ARTICLE IX – CLUB SPONSORED PROGRAMS

Section 1.  Social events

HRSC, as a social club, sponsors various social events on a one-time or recurring basis. The President will appoint a Chair for each event to manage and advertise it, and to make it revenue neutral as much as possible.

Section 2.  Handyman program

HRSC recognizes that some Active Members who are handicapped or otherwise in need of assistance could use help with certain household repairs. HRSC established a volunteer handyman program, called the Fix-It Guys, to assist such members. Contact information can be found in each publication of The Bridge and on the Club website. Details and rules are maintained by the program Chair.

ARTICLE X – DISSOLUTION

Section 1.  Board action

Upon the dissolution of HRSC, the Board of Directors will, after paying all the liabilities of the organization, dispose of the assets by giving them to organizations operated exclusively for charitable or educational purposes under Section 501(c)(3) of the Internal Revenue Service Code of 1968.

ARTICLE XI - AMENDMENTS

Section 1.  Proposal
 
A proposed amendment must be submitted in writing to the Board and signed by any Active Members. 
 
Section 2.  Board action.
 
The Board will take one of the following actions:

1. Discuss and agree that the proposed amendment has merit and is approved by the majority of the Board with no further action required by the Active Members. The amendment to the bylaws is approved and published to the Active Members.

2. Discuss and agree that the proposed amendment has merit but did not have majority approval of the Board. The Board has the option to ask for additional input from Active Members. The proposed amendment will be published in the Bridge and/or the HRSC website (with an option for hard copy to be sent to those who request it). Active Members will be asked to vote by ballot either for or against the amendment. The final decision will be based on the majority vote of those Active Members who voted.


3. Discuss and agree that the proposed amendment does not have the support of the Board and therefore will not be taken to the Active Members. After discussion the Board has the option, if appropriate, to create a committee to further investigate the proposal for future consideration. If there is no interest in pursuing the proposal further, the proposal will be denied.

These bylaws may be amended by the Board (as noted in Section 2, Option A) or by a majority vote of Active Members (as noted in Section 2, Option B).
 
Section 4.  Records of amendments
 
The adopted amendments must be recorded in the minutes of the meeting where the vote (either by the Board or the Active Members) is tallied. The adopted amendments will then be incorporated in the Club’s bylaws.

1. Members: Only the first and last names of members and their photos will be published. Phone numbers, addresses and email addresses will be withheld. Members' names may be shown in association with their participation in HRSC events and photos of such events. However, members may request that only their first names be published.
   

2. Board members:  Board members’ full names, telephone numbers and email addresses may be posted on the site.


3. Program leaders:  Program leaders’ full names, telephone numbers, email addresses and other information as included with the program announcement will be posted on the site unless otherwise directed by the leader in writing.


4. Authors:  Authors’ full names, telephone numbers, email addresses and other information as included with the article will be posted on the site unless otherwise directed by the author in writing.


5. Mail-to URL:  The mail-to URL will not be used with Board members’, program leaders’ or authors’ email addresses, in order to prevent harvesting by search engines. The mail-to URL will be used with the site's email address.

• Added sentence to ‘Article III – MEMBERSHIP, Section 2 – Membership Classes, Active Members’ paragraph stating “If both spouses meet the eligibility requirements, only one annual dues payment is required for both to be active members.”
• Inserted text “(including the By-Laws)” in the third sentence of ‘Article VI – OFFICERS, Section 1 – Powers and Duties, Paragraph D – Secretary’

B1 -  21 Apr 2020.  No face-to-face meetings due to Covid-19 restrictions, so accomplished by email review 16-21 April, 2020, as follows:

• Article III, Section 2: Replaced Honorary Members with VIPs, since VIP is the term we now use for approximately the same category. VIPs receive the eBridge, but not the list of member email addresses occasionally published in it.

• Article IV - Section 2: Noted that meeting dates will be published on the website.

• Article V - Section 1: The Past President position was eliminated.

• Article VII - Section 2: President term limits were removed.

• Privacy Policy - Website - 1: Allow members' first and last names to be published with their photos unless they request that last names be withheld.

• C1 -  31Aug 2022.  Accomplished by Board action in accordance with the HRSC Board Meeting of 31 August 2022, at which it was agreed unanimously to end the Scholarship program, as follows:

• Removed the scholarships section from Article IX

• D1 -  30 Nov 2022.  Accomplished by Board action in accordance with the HRSC Board Meeting of 30 November 2022, at which it was agreed unanimously to revise the election process to allow for a streamlined process when appropriate, as follows:

• Edits made to Article VII - ELECTION and Article VII - NOMINATION PROCESS. In particular, the board is able to elect board members and officers if no nominations are forthcoming.