The Quarter-Century Society, Inc.
The name of the Society shall be The Quarter-Century Society, Inc.
The objective of the Society shall be to make contributions to or for the benefit of those of its members who are in need and who, in the judgment of the directors, require financial assistance.
Any person shall be eligible for membership in the Society who shall have been a full time or temporary employee for a period of twenty five years of accumulative service with International Paper Company or its subsidiaries during the period 100% of the voting control is owned directly or indirectly by International Paper Company, (the “Company”), and shall include any period of employment with an affiliate of the Company. All eligibility is subject to the terms and conditions as shall be set forth by the Board of Directors of the Society in any rules or resolutions adopted by the Board of Directors of the Society.
Any person who shall have become a member of the Society shall not thereafter cease to be a member except upon death or resignation from the Society.
The class of members who shall be entitled to vote at any meeting of the members of the Society shall be the directors of the Society then in office. All other classes of members shall have no voting rights whatsoever.
Board of Directors
The Board of Directors shall consist of twelve (12) persons who shall be elected from among the members of the Society by the members of the Society entitled to vote, as hereinafter provided, at an annual meeting called for the purpose. The terms of office of each director shall be three (3) years, except that the directors elected to fill the vacancies created by increasing the number of directors, shall be elected initially for such terms not in excess of three (3) years as the Board of Directors of this Society shall determine in order to continue the present division of the total number of directors into three (3) equal classes with the terms of office of the directors in each class expiring the same year. A director who has served two (2) full consecutive terms of three (3) years each commencing on or after January 1, 1957 may not again be elected a director prior to the annual election of directors following the termination of the second of said terms.
Not later than three (3) weeks prior to the date of each Annual Meeting of the Society the President shall appoint a Nominating Committee consisting of at least three(3) directors to choose members of the Society to be nominated for election as directors for any open position at the next Annual Meeting. The names of the nominees so selected by the Nominating Committee shall be mailed to each member entitled to vote at least two (2) weeks before the Annual Meeting.
Five (5) members of the Board shall constitute a quorum, and except as herein otherwise provided, all business shall be conducted by a majority vote of such quorum.
The Board shall have power to fill any vacancy in its membership, however it may have arisen.
The Board may from time to time establish rules for the administration of the Society's affairs, including rules as to whether any interim or break in a prospective member's connection with the Company shall be waived and that such period be included as part of the time constituting the necessary twenty five years.
In the event cessation of operations of the Company at any location causes the dispersal of the membership of any Chapter at such location, and if in the opinion of the Directors it is impossible to maintain an organization to properly administer the affairs of the Chapter at such location, The Board of Directors of the Society may direct another Chapter of the Society to operate the Chapter as a separate unit in accordance with the By-Laws of the Chapter which is unable to function under its own organization.
The officers of the Society shall be: a President and a Vice President, who shall be elected annually by the Board from among its members, and a Treasurer and a Secretary who shall be elected annually by the Board from the Board or from among the general membership of the Society.
Except as otherwise provided by the Board of Directors, all receipts of the Society of any variety shall be paid to the Treasurer, who shall keep the accounts of the Society, and shall render a statement of the accounts at each annual meeting.
The Treasurer shall be bonded, at the expense of the Society as may be ordered by the Board.
The Annual Meeting of the Society shall be held during the first half of December of each year at such place as the Board may select; and two (2) weeks' notice of the time and place of such meeting shall be given by the Secretary to all members entitled to vote. The purpose of the Annual Meeting is to elect Directors and Officers for the following year and review the Membership Report.
Regular Board of Director meetings, conducting the normal affairs of the Society, are held at least once a year. At the discretion of the Executive Director, more frequent meetings may be called depending upon the needs of the Society and its members.
Special meetings may be called by the President upon two (2) weeks' notice to all members entitled to vote.
The presence of five (5) members of the Board members in person or represented by proxy, shall constitute a quorum.
The Board may, in its sole discretion, and in accordance with rules and regulations established by the Board, from time to time, for the purpose, pay to or for the benefit of a member, or a deceased member's surviving dependent spouse, surviving dependent parent, or surviving dependent child, who is in need, such sum or sums of money as the Board may deem best under the circumstances.
Contributions to the Society may be received from any person, corporation or organization, provided, however, that such contributions be used solely for the benefit of the members of the Society in accordance with Section VII of this Constitution.
This Constitution may be amended by the unanimous vote or written consent of all of the directors provided that two (2) weeks' notice of the proposal so to amend is given each member of the Board.
Action Without a Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
A New York Tax Exempt Corporation
Registered in the state of Tennessee at:
6400 Poplar Avenue
Memphis, TN 38197
Web Site: IPQCS.com
Contact: Executive Director
Paul M. Langenus
3016 River Reach
Williamsburg, VA 23185