Bylaws

Following ten years divestment from MIT,
The Charles Stark Draper Laboratory Quarter Century Club
was established on July 1, 1983 for the purposes stated in this constitution
.


CONSTITUTION AND BYLAWS OF
THE CHARLES STARK DRAPER LABORATORY, INC.
QUARTER CENTURY CLUB


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Article I
Name
The organization shall be known as The Charles Stark Draper Laboratory, Inc. Quarter Century Club (hereinafter referred to as the “Club”).

Article II
Purpose
The purpose of the Club is to recognize and pay honor to employees who have served the Laboratory for 25 years and to provide a forum for social gatherings.

Article III
Membership

The Membership consists of Technical Staff, Administrative Staff, Non-Exempt Administrative Support, and Non-Exempt Union employees who have served the Laboratory for 25 years.

Eligibility
Eligibility is measured as of June 30 of each year. Employees must have been employed by MIT (prior to divestment in 1973) and/or Draper Laboratory for a full 25 years to be eligible for membership. One half of any total co-op work period is counted toward the 25 years of service (less time on leave of absence).

The following are not counted in calculating the 25 years of service (in general, employees not eligible for benefits are not counted):

1. Draper (after divestment in 1973): Draper Fellows, part-time employment while attending school, summer staff, engineering interns (VI-A & EIP), voucher employment, contractors, and residents.

2. MIT (prior to divestment in 1973): research assistants, academic assistants, teaching assistants, part-time employment while attending school.

A work base of less than 30 hours (75%) for more than 6 months should be prorated, and a work base of 30 hours (75%) for less than 6 months will get full time credit. Any break in service is not counted: layoff then rehired, leave of absence (WLOP), long-term disability (LTD).

Honorary Membership
One honorary membership may be awarded each year to a current or past member of the Laboratory. Nominations must be submitted to the Board of Directors at the October meeting each year and approved by a two-thirds (2/3) vote of the Board.


Article IV
Board of Directors

There shall be nine members of the Board of Directors. The term of office for Directors shall be three years.

The Members of the Board of Directors shall elect a Chairman at the October Meeting. The Chairman shall be eligible for re-election. The term of office will start annually upon election in October and run through the following September 30 th.

Each year at the Annual June Meeting of the Board of Directors and Officers, a Nominating Committee, appointed by the Chairman of the Board of Directors, will present for approval of the Board, the names of three candidates to be appointed for a three-year term.

Members appointed to the Nominating Committee shall not be eligible for re election on the year they serve on the committee.

In considering new Directors, the Nominating Committee will ensure that all categories are represented on the Board. The categories are Technical Staff, Administrative Staff, Non-Exempt Administrative Support, Non-Exempt Union and Retiree.

Each candidate will be approved by a two-thirds (2/3) vote of the total membership of the Board. Board members may be reappointed for one additional three-year term.

The Nominating Committee shall also present for approval of the Board, a candidate to fill any vacancy on the Board of Directors or Officer’s position, the candidate to fill the remainder of the vacant three-year term.

Whenever a new Board member is appointed to fill a vacancy, and the vacancy is for more than one year and six months, he/she shall be deemed to have filled one three year term. Whenever a new Board member is appointed to fill a vacancy, and the vacancy is for less than one year and six months, he/she shall be deemed to have not filled one three year term.

In the event a vacancy occurs in the position of Chairman either by resignation, expiration of a term of office or inactive or inappropriate approach to the duties of office, the Board of Directors shall elect a new Chairman from within the remaining members of the Board to serve the remainder of the one-year term of office.


Article V
Officers
The offices of the Club are President, Vice President, Treasurer, and Secretary, and they are appointed by the Board of Directors. All activities will be planned and carried out by the officers of the Club with approval of the Board of Directors. Officers holding these positions shall perform the duties set forth below and shall be voting Members of the Board of Directors.

President
The President is the Chief Executive Officer of the Club.

The President shall call and preside over all regular and special Board of Director and Officer Meetings of the Club and shall appoint standing and special committees when warranted. The President shall be an active employee of the Laboratory.

Vice President
The Vice President shall assist the President, and in the President’s absence or resignation, shall assume and discharge the duties of the President until such time as a successor is appointed. The Vice President shall be an active employee of the Laboratory.

Treasurer

The Treasurer shall receive and hold in safekeeping all the funds of this Club and shall keep records of all receipts and disbursements, shall pay all bills by check, and shall make reports at regularly scheduled meetings, showing the financial condition of the Club, including an itemized record of receipts, disbursements, accounts receivable, and accounts payable. The Treasurer shall be an active employee of the Laboratory.

Secretary
The Secretary shall keep a record of the proceedings of all meetings of the Board and of the Club. The Secretary shall perform any other duties that the President and/or Board of Directors may delegate to this office. The Secretary shall be an active employee of the Laboratory.

Term of Office
The term of office for each of the officers shall be three years. Officers may be reappointed for more than one term. Officers are appointed at the June Annual Meeting. The term of office will start the October 1st following appointment.

In the event of a vacancy occurring either by resignation or expiration of a term of office, the Nominating Committee shall review candidates and present the names of nominees to the Board of Directors for approval.

Article VI
Meetings
Normally, there will be a minimum of two meetings of the Board of Directors and Officers each year, to be called by the President. A meeting shall be held in June and will be designated the Annual Board of Directors and Officers Meeting, which will include the appointment of Board Members and Officers. A meeting shall be held each October, which will include the election of a Chairman of the Board of Directors and receive the submission of new honorary member candidates.

Additional meetings may be called by the President or if requested by a majority of the Board of Directors when circumstances warrant.

Normally, there will be two meetings held for the entire Club member-ship each year including a Spring Meeting to induct new members along with a dinner held in their honor. This meeting is designated the Annual Club Meeting.

Article VII
Fiscal Year
The Fiscal Year shall be July1 through June 30.

Article VIII
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order (Newly Revised) shall govern the Club in all cases to which they are applicable. Robert’s Rules will not apply when they are inconsistent with the Constitution and Bylaws of the Club.

Article IX
Amendment of Constitution and Bylaws
The Constitution and Bylaws may be amended at any regular or special meeting with a two-thirds (2/3) vote of the total membership of the Board.

Article X
Bylaws

1. Submission of new members’ name shall be presented at the October meeting of the Board of Directors and Officers.

2. New members, including honorary members, will be inducted at the Spring Meeting of the Club.

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The Bylaws were established as of March 13, 1990