The Bylaws of the SRS Retiree Association

Section 1. Name. The name of the Corporation is "The SRS Retiree Association Corporation".

Section 2. Principal Office. The principal office of the Corporation will be located in the City of Aiken, SC.

Section 3. Other Offices. The Corporation may have offices at such other place or places as the Board of Directors may designate from time to time.

ARTICLE II -- Purpose

The purpose of the said Corporation is to represent the interests of its members; to provide a means to identify and communicate with SRS retirees; to support, promote and assist in the growth and development of the Savannah River Site; and to engage in those activities which are in furtherance of, or related to, the purposes herein stated. The principal objective of the Corporation shall be to represent the interest of its members.

Said Corporation is organized exclusively for non-profit purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (5) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Notwithstanding any other provision of these articles, this Corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Sections 501(c) (5) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law or (b) a corporation the contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States internal revenue law. Any monetary profits or other benefits which flow to Directors of the Corporation shall be incidental to the Corporation's function. In the event of dissolution, the residual assets of the Corporation will be turned over to the Salvation Army to be used for its charity functions.

ARTICLE III -- Members

Section 1. Composition. Members of this Corporation shall be participants in the Westinghouse Savannah River Company-Bechtel Savannah River Incorporated retirement plan or successor plans.

Associate memberships may be granted by the Board of Directors. Associate members will not be eligible to vote or to be on the Board of Directors.

Membership may be revoked by a two third vote of the Board of Directors.

Section 2. Regular Meetings. Regular annual meetings of the Corporation shall be held each March or as soon thereafter as practical for the purpose of electing the Board of Directors, and for transacting such other business as may come before the members. No member may vote by proxy.

Section 3. Notification of Meetings. The Secretary of the Corporation is responsible for notifying members of the time, place and purpose of meetings, whether regular or special, in writing at least seven (7) days before such meetings.

Section 4. Quorum. A simple majority of the Board of Directors or a simple majority of the Corporation members shall constitute a quorum.

Section 5. Special Meetings. A special meeting of the Corporation may be called by the Chairperson or on written request of at least twenty-five (25) percent of the Board members.

Section 6. Organization. The Chairperson; and in his/her absence, the First Vice-Chairperson; and in his/her absence, the second Vice-Chairperson; or in their absence, a Chairperson chosen by the Board members present, shall preside at each meeting of the members and shall act as Chairperson thereof. Meetings shall be governed by the then current edition of Robert's Rules of Order to the extent that such rules do not conflict with these Bylaws or with any special rules of order that the Corporation may adopt.

Section 7. Dues. Annual dues to cover Corporation expenses shall be set by the Board of Directors. The membership year shall run concurrent with the calendar year.

ARTICLE IV -- Board of Directors

Section 1. Powers. The corporate powers, business and property of the Corporation shall be exercised, conducted and controlled by the Board of Directors. In addition to the power and authority conferred upon them by these bylaws, the Board of Directors may exercise all such power of the Corporation and do all such acts and things that are not limited or prohibited by law or which are not required to be done by the members, unless written consent of the members is provided.

Section 2. Composition. The Board of Directors of the Corporation shall consist of not less than twenty (20) nor more than thirty (30) members. The Board members shall serve two-year terms (or until the date of the second annual meeting after their election) and are eligible for re-election. The terms of the membership of the Board of Directors shall be staggered so that one-half of the members are elected each year. The Board of Directors shall be elected from among the corporation members. The Board shall contain representatives from each Company represented by corporation members.

The Board of Directors may appoint temporary board members to fill vacancies that occur during the year to serve until the next annual Corporation meeting.

Section 3. Regular Meetings. The regular annual meeting of the Board of Directors shall be held each March, or as soon thereafter as practical, for the purpose of electing the officers and for transacting such other business as may come before the Board. No Director may vote by proxy.

Section 4. Notification of Meetings. The Secretary of the Corporation is responsible for notifying Board members of the time, place and purpose of meetings, whether regular or special, in writing at least seven (7) days before such meetings.

Section 5. Quorum. A simple majority of the Board members shall constitute a quorum.

Section 6. Special Meetings. A special meeting of the Board of Directors may be called by the Chairperson or on written request of at least 25 percent of the Board members.

Section 7. Organization. The Chairperson; and in his/her absence, the First Vice-Chairperson; and in his/her absence, the Second Vice-Chairperson; or in their absence, a Chairperson chosen by the Board members present, shall preside at each meeting of the Board members and shall act as Chairperson thereof. The then current edition of Robert's Rules of Order shall govern meetings of the Board to the extent that such rules do not conflict with these Bylaws or with any special rules of order that the Corporation may adopt.

Section 8. Absences. Any Board member who has been absent for three or more successive regular meetings, or who during a calendar year is absent from 40 percent or more of the regular meetings of the Board shall be considered as having withdrawn from membership on the Board unless excused by a motion of the Board.

ARTICLE V -- Committees

Section 1. Special Committees and Task Forces. The Chairperson may, at his/her discretion or at the direction of the Board of Directors, appoint such other special committees or task forces as may be desired to carry on the business of the Corporation.

Section 2. Nomination Committee. The Chairperson will appoint a Nominating Committee each year for the purpose of presenting to the corporation members, qualified candidates for election to the Board of Directors. Additional nominations may be made from the floor at the annual meeting.

ARTICLE VI -- Officers

Section 1. Executive Officers. The executive officers of the Corporation shall be: Chairperson, First Vice-Chairperson, Second Vice-Chairperson, Third Vice-Chairperson, Secretary and Treasurer. The Board of Directors shall elect the executive officers from the board members.

Section 2. Duties.

(a) Chairperson. The Chairperson shall preside at all meetings of members, the Board of Directors, and except as any such duty as may be imposed upon some other officer by resolution of the Board of Directors, the Chairperson shall perform such duties as are customarily entrusted to and performed by the Chairperson of a South Carolina Corporation.

(b) First Vice-Chairperson. The First Vice-Chairperson shall assume the duties of the Chairperson in the absence of the Chairperson.

(c) Second Vice-Chairperson. The Second Vice-Chairperson shall assume the duties of the Chairperson in the absence of the Chairperson and First Vice-Chairperson

(d) Third Vice-Chairperson. The Third Vice-Chairperson shall assume the duties of the Chairperson in the absence of the Chairperson and the First and Second Vice-Chairpersons. The Third Vice-Chairperson is responsible for information and communication for the organization.

(e) Secretary. The Secretary shall record the proceedings of Corporate and Board meetings in accordance with these Bylaws.

(f) Treasurer. The Treasurer shall assist the Chairperson in establishing and maintaining the Corporation's books of account, shall be adequately bonded, and shall have custody of all corporation's funds which shall be deposited in such bank or banks or any other insured financial institution as may be designated by the Board of Directors.

ARTICLE VII -- General Provisions

Section 1. Seal. The Seal of the Corporation shall be a disc containing the corporate name, but a sign, seal, mark, design, or impression used or intended to be used by the authorized officer of the Corporation as and for a seal shall be the seal of the Corporation.

Section 2. Bylaws Supplementary. These Bylaws are intended to supplement state laws pertaining to non-profit corporations. In the event of conflict between these Bylaws and state Laws, the state laws shall prevail.

Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July in each calendar year and shall terminate on the last day of June.

Section 4. Agents and Attorneys. The Board of Director may hire or appoint such agents and attorneys for the Corporation as it may deem proper and may, by written power of attorney, authorize such agents and attorneys to represent the Corporation in transacting any business said Corporation is authorized to transact. These authorized officials may sign, acknowledge and execute any and all contracts and instruments for the Corporation as said Corporation would do if acted upon by its regularly elected and qualified officers.

Every person who is or has been an officer, staff member, Board member of the Corporation shall be indemnified by the Corporation against all expenses reasonably incurred by any such party in connection with any action, suit or proceeding to which any such party may be a party defendant, or with which that party may be threatened by reason of or arising out of or in relation to that party being or having been a Board member, officer, staff member of the Corporation.

The term expenses include reasonable attorney fees and amounts paid in satisfaction of judgments or in settlement, other than amounts paid to the Corporation.

The Corporation shall not, however, indemnify any officers, Board Member, staff member in relation to matters as to which that party shall be adjudged liable for negligence or misconduct in the performance of that party's duties as such officer, Board member, or staff member. Further, the Corporation shall not indemnify any officer, Board member, or staff member in case of settlement unless such settlement shall be approved by a majority of the Board of Directors of the Corporation then in office other than those involved.

Section 5. Political Endorsement. The Corporation will not endorse a political candidate for office or permit campaign speeches at Corporation meetings.

Article VIII -- Adoption and Amendment

These Bylaws may be adopted by a majority vote of the members present at a regular meeting of the Corporation, provided the proposed amendment has been submitted to all of the Board members in writing at least seven (7) days before the meeting.

Revised and signed on May 1, 2007

These Bylaws as amended were adopted and approved by the membership at the SRSRA Annual Meeting on April 10, 2007.

    Original signed by Nicholas H. Kuehn, III
Dr. Nicholas H. Kuehn, III, Chairman

    Original signed by A. M. Cwalina, Acting Secretary
Charles W. Miller, Secretary

    Original signed by Carole F. Pechersky, Notary
Notary Public  --  [Commission Expires May 4, 2014]

Send e-mail to: Board of Directors

US Mail: SRS Retiree Association
P.O. Box 5686
Aiken, S.C. 29804

Revised: Feb. 20, 2008.

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