July 26, 2002
BY-LAWS OF THE COMSAT ALUMNI & RETIREES ASSOCIATION
Section 1. NAME.
The name of this association shall be the COMSAT Alumni & Retirees Association
(COMARA) (hereinafter the "Association"). Comsat is the former Communications
Satellite Corporation ("COMSAT"), founded in 1963 pursuant to the federal
Communications Satellite Act of 1962.
Section 2. PURPOSES
The purposes of the Association are as follows:
(a) To maintain social and business contacts with colleagues, by maintaining,
among other things, a web site and other communications channels such as a
bulletin board and an online newsletter;
(b) To preserve the COMSAT legacy, for example by attempting to ensure that
historical materials and artifacts are not lost; and
(c) To monitor the status of employee and retiree benefits conferred upon the
Association's members, including eligible spouses, and to provide contact points
for the administration of such benefits. To this end, the Association intends to
provide a common forum for monitoring the extent to which those benefits are
honored by successor organizations, and a means of taking appropriate action
where necessary to maintain those benefits to the maximum extent possible.
Within this context, the Association may engage in any activity that protects or
furthers the economic, cultural, intellectual and physical well being of its
Section 3. HEADQUARTERS
The headquarters of the Association shall be in Bethesda, Maryland or its
vicinity. Its address shall be at such place in the headquarters area as the
Board of Directors may from time to time select.
Section 4. MEMBERSHIP
(A) Active Members.- Active Members of the Association shall be persons
over 18 years of age who have either worked for COMSAT at any time for any
period, who are currently receiving retiree benefits such as pension or health
plan coverage from a successor organization, or who are eligible to receive
future benefits from a successor organization, whether as former employees or as
spouses of former employees. Active Members are required to pay the annual fee
determined by the Board of Directors and shall have voting rights in accordance
with these By-laws.
(B) Application for Membership.- Active Membership shall be effected by
filing a written or electronic application to the Association or by mailing in a
completed application form.
(C) Suspension.- Active Members who have not paid the annual fees shall
have their rights automatically suspended if payment is not received within
sixty (60) calendar days from the due date.
Section 5. NOTICES AND METHOD OF VOTING
(A) Notices - In all instances where the Association has on file an e-mail
address for a member, and as a means of reducing expenses, notices shall be
delivered to these members solely by e-mail. In most instances the notice will
involve only a statement that specific information has been posted on the
Association's website (candidates for election as directors; proposed amendments
to the by-laws; etc.), and a request that the member go to the website for the
specific information and to take action (e.g. voting) where appropriate. Where
the Association's e-mail notice to a particular member is returned as a "bad
address", the Association shall have no further obligation to seek a valid e-
mail address for such member. Where a member does not have Internet access,
notices, ballots and the like will be delivered by U.S. mail or equivalent.
(B) Method of Voting - It is expected that where Active Members are given notice
by e-mail, such members will vote electronically, using the Association's
website. Authentication codes may be used to ensure voting is conducted only by
Active Members. Where Active members are given notice by U.S. mail or
equivalent, it is expected that they shall vote using the paper ballot thus
(C) Cumulative Voting - No provision is made for cumulative voting.
Section 6. MEMBERSHIP MEETINGS
(A) General.- Commencing in calendar year 2003, the Association shall have
Annual and, as may be necessary, Special Meetings. Its meetings shall be held
in the Association's headquarters area. Attendance and participation in these
meetings shall be open only to Active Members.
(i) The Annual Meeting.- The Annual Meeting shall be held during the month
of October of each year, on a date, time and location determined by the Board of
Directors. In special circumstances the Board may decide to hold an Annual
Meeting during the month of September or November.
The Annual Meeting shall:
(a) Set the Association's policies and guidelines to be followed by the Board of
Directors and the Association's officers;
(b) Receive, clarify as desired and consider as appropriate the financial and
operational reports submitted by the Board of Directors;
(d) Receive and discuss any issues that may be of interest to the Association;
(e) Proclaim the results of the election of Directors; and
(f) Transact any other business falling within the scope of the Association's
(ii) Special Meetings.- Special Meetings may be called by:
(a) The Board of Directors, on not less than fifteen (15) calendar days'
(b) No fewer than twenty (20) Active Members by means of a written request
submitted to the President of the Association asking that a Special Meeting be
held to address any matter related to the purposes of the Association. In this
case, the Board of Directors shall convene a Special Meeting to be held within
forty-five (45) days from the date of receipt of the request, and at the
requested Special Meeting the members shall only consider the matters for which
the meeting was requested.
(B) Agenda.- The agenda for Annual and Special Meetings shall be prepared
by the President, in consultation with the Board of Directors. It shall be
distributed but U.S. mail or made available via the website to all members at
least ten (10) calendar days prior to the date of the meeting, together with a
notice of the meeting. New items may be added to the agenda with the approval
of two-thirds (2/3) of the members present at the meeting.
(C) Quorum and Voting.-
(i) Quorum. Twenty-five (25) members of the Association present at
an Annual or Special Meeting shall constitute a quorum enabling the meeting to
make decisions. If fewer than twenty-five (25) members are present, the meeting
may still be held for informational purposes only, but no decisions may be
adopted at the meeting.
(ii) Voting. The President or any Active Member may ask that a vote
be taken on any matter that is before a meeting and is urgent in nature, i.e.
whose resolution cannot wait until a vote is taken by voting at the
Association's website or by U.S. mail or equivalent. Only Active Members shall
have the right to vote. The President shall decide whether a vote shall be by
ballot or by a show of hands. All such decisions require the approval of two-
thirds (2/3) of the members present at the meeting.
Section 7. THE BOARD OF DIRECTORS
(A) Composition, Term of Office, Vacancies.- Commencing in calendar year
2003, the Association shall be administered by a Board of Directors composed of
nine (9) persons elected from among its Active Members. Directors shall serve
terms of three (3) years. All Directors may be re-elected for additional terms.
Any vacancy occurring on the Board of Directors shall be filled temporarily by
an Active Member proposed by the President and approved by the Board of
Directors. The person so designated shall serve for the remainder of the period
of the Director having vacated the office.
(B) Election of Directors.- The Founding Board shall serve as Directors of the
organization until the first election of Directors, prior to end calendar year
2003. Directors shall be elected as follows:
(i) The initial Board of Directors shall be elected pursuant to the Transitory
Provisions set forth below.
(ii) Assuming that the initial nine-person Board of Directors is elected in
2003, then three directors shall be elected annually thereafter.
(iii) The Board of Directors shall provide to all Active Members a list of the
candidates (who must be Active Members) to fill vacant positions at least thirty
(30) calendar days prior to the date of the elections, which shall be the
deadline for the reception of ballots. Members may propose to the Board the
name of candidates for inclusion in the above-referenced list not later than
sixty (60) days prior to such election date by a written communication addressed
to the Secretary, signed by at least ten (10) members and including the
acceptance of the proposed candidate(s);
(iv) The Board of Directors shall set the date of the election for a day prior
to the date of the Annual Meeting so as to allow for sufficient time to count
the ballots and announce the results of the election at the Annual Meeting; and
(v) The candidates obtaining the highest simple majority of the total number
of votes cast shall be deemed elected.
The Board of Directors may issue regulations governing the electoral process.
(C) Functions.- Subject to any policies and guidelines set by the General
Meeting, or by Special Meetings, the Board of Directors shall:
(i) Define the Association's policies (to the extent not done by the
membership in Annual or Special Meetings) on all matters pertaining to the
(ii) Be responsible for conducting the activities of the Association;
(iii) Issue regulations, make decisions and take all actions as may be necessary
for the attainment of the Association's goals and the implementation of its
(iv) Establish committees and/or designate other Active Members to assist
the Board in the performance of specific tasks, which persons shall not be
deemed to be Board members;
(v) Submit to each Annual Meeting financial and operational reports
detailing the activities of the Association since the preceding Annual Meeting;
(vi) Set the annual dues to be paid by Active Members;
(vii) Obtain assistance and retain the services of experts in any field relevant
to the Association's purpose; and
(viii) Keep the Association's members regularly informed of any
developments of interest to the membership as a whole.
(D) Quorum and Voting. Six (6) Directors shall constitute a quorum for
the meetings of the Board of Directors.
Any Director may request that a vote be taken on any matter before the Board.
Only Directors shall have the right to vote. Decisions shall be taken by a
majority of the total number of votes cast. In case of a tie, the President's
vote will decide.
Section 8. OFFICERS
(A) General.- The officers of the Association shall be a President, a
Vice-President, a Secretary, and a Treasurer.
(B) Election.- The President and Vice-President shall be elected by the Board
from among the Directors, promptly after each election of Directors, by a simple
majority of the total number of votes cast. Their term of office shall be two
(2) years and they may be re-elected. On that same occasion and by the same
majority the Board shall designate the Secretary and the Treasurer from among
the Association's Active Members. The Board shall determine the term of office
of the Secretary and the Treasurer. The Secretary and the Treasurer need not be
(C) Duties of Officers
(i) The President.- The President shall be the chief executive officer
and legal representative of the Association and shall perform the duties usually
associated with that office as well as any other duties that may be prescribed
by the Board of Directors or the votes taken at an Annual or Special Meeting.
The President shall preside at all meetings of the Board of Directors.
(ii) The Vice-President.- The Vice-President shall carry out all
duties assigned to him/her by the Board of Directors and shall have all the
powers of the President and perform all the duties of the President in his or
her absence or disability.
(iii) The Secretary.- The Secretary shall act as secretary to the Board of
Directors, and shall keep the minutes of all meetings of the Board of Directors
and Annual and Special Meetings of the membership, including accurate records of
all voting proceedings. The Secretary shall give, or cause to be given, notice
of all meetings of the Board of Directors and shall perform such other duties as
may be determined by the Board of Directors or the President. The Secretary
shall maintain the official register of the members of the Association and
shall, as directed by the President, organize the Annual Meeting and keep
minutes of such meetings.
The Board of Directors may appoint an Assistant Secretary to assist the
Secretary in the performance of his/her duties.
(iv) The Treasurer.- The Treasurer shall be responsible for the
accounting and recording of the Association's income and disbursements and the
deposit of all monies and other valuable effects in the name of and to the
credit of the Association, as directed by the Board of Directors. The Treasurer
shall also be responsible for the collection, receipt and disbursement of funds
of the Association in accordance with the instructions of the Board of
Directors. The Treasurer shall render accounts to the Board of Directors and
the membership annually or whenever required by the Board of Directors. The
Board of Directors may require the Treasurer to be bonded, and shall advance any
funds required for this purpose.
The Board of Directors may appoint an Assistant Treasurer to assist the
Treasurer in the performance of his/her duties.
(v) Other Officers.- The Board of Directors may designate other officers
(from among the Active Members) who shall have such duties as may be determined
by the Board, consistent with the general authority of each of the officers
specifically provided for herein. Officers designated hereunder may be invited
by the Board to attend Board meetings.
Section 9. VOTING BY THE MEMBERSHIP
(i) Only Active Members may participate in general voting.
(ii) The Board of Directors will call a general vote for elections,
referendums on matters of general interest to the membership, amendments to
these By-laws, or any other important matter, which, in its judgment, should be
considered and resolved by the Active Members.
(iii) The Board of Directors must conduct a referendum on proposed resolutions
presented in a written request addressed to the Secretary with the signature of
at least five percent (5%) of the Active Members as of the date of the request.
The Secretary shall notify members of all the necessary information relative to
the consultation within twenty (20) calendar days of its receipt.
(B) Time-limits.- General voting will be carried out within the time
limits set forth in these By-laws. In the absence of any specific provision
thereon, the deadline to receive the votes cast shall be determined by the Board
but shall not exceed thirty (30) calendar days following the date of
notification of the consultation.
(C) Majority.- In the absence of any specific provision of these By-laws to
the contrary, a consultation shall be considered approved when it has obtained a
simple majority of the total number of votes cast.
Section 10. RULES OF ORDER
The conduct of all meetings of the Association, including the Board of Directors
and committees, if any, shall be governed by these By-laws and applicable
regulations, if any. In the absence of any specific provision, or in the event
of a dispute, the current version of Robert's Rules of Order shall apply.
Section 11. AMENDMENTS
Amendments to these By-laws shall be approved by a two-thirds (2/3) affirmative
vote cast by Active Members, provided that such votes represent no less than
thirty percent (30%) of the total number of Active Members. (Thus, for example,
if the association has 1,000 members, and 300 of these vote on an amendment,
thereby satisfying the 30% requirement, the amendment will carry if it receives
the affirmative vote of 200 or more members.) The Secretary shall communicate to
the membership, by e-mail or U.S. mail, as appropriate, the approval of any
amendments within fifteen (15) calendar days of their approval.
1.- Entry into Force.-
These by-laws shall be made available for approval to all Active Members as of
the "mailing date", recognizing that as many members as possible will be
notified by e-mail rather than by U.S. mail. The deadline to receive the votes
cast shall be thirty (30) calendar days from the mailing date. The By-laws
shall enter into force immediately following their approval by a simple majority
of the total number of votes cast, regardless of the level of participation in
2.- Election of the First Board of Directors.-
The Founding Board shall serve as Directors until the first election of
Directors. In order to avoid a complete renewal of the Board of Directors at
each election, the following rules shall apply to the election of the first
Board of Directors:
(i) The nine members of the first Board of Directors shall be elected
prior to end calendar year 2003, by voting at the Association website or by U.S.
mail or equivalent. To this effect, the Founding Board shall cause appropriate
notice to be given to members of the list of candidates and ballot. The
deadline to receive the votes cast shall be thirty (30) calendar days from the
mailing date. The nine (9) candidates having obtained the highest number of
votes shall be deemed elected, their election shall be proclaimed immediately,
and they shall promptly assume their duties under these By-Laws.
(ii) Terms of initial Directors:
(1) The three members receiving the highest number of votes shall serve for
three (3) years;
(2) The three members receiving the next highest number of votes (i.e. the
fourth through sixth highest number of votes) shall serve for two (2) years;
(3) The three members receiving the next highest number of votes (i.e. the
seventh through ninth highest total number of votes) shall serve for one (1)