MILWAUKEE RETIREE ASSOCIATION, INC.
CONSTITUTION and BYLAWS
ARTICLE I: NAME
The name of this organization shall be Milwaukee Retiree Association, Inc.,
hereafter referred to as MRA.
ARTICLE II: AIMS AND PURPOSE
SECTION A: To foster, protect, and propose ways and means of improving benefits for the members of the MRA.
SECTION B: To take active interest in legislative proceedings and enactments at all governmental levels when necessary to protect members’ interests and welfare.
SECTION C: To preserve the friendships made by members.
SECTION D: To promote and support activities that make our community a better place to live.
ARTICLE III: MEMBERSHIP
SECTION A: All retirees of the City of Milwaukee Employes’ Retirement System (CMERS) and their spouses are eligible to join the MRA.
SECTION B: Applications for membership shall be made on a standard form and be accompanied by the current membership fee.
SECTION C: An annual membership fee of the MRA shall be established by the Board of Directors, hereafter referred to as Board, at a regular or special meeting, upon proper notification
ARTICLE IV: MEETINGS
SECTION A: TIME AND PLACE: Regular membership meetings shall be held twice a year at a time and place to be determined by the Board. Generally, these meetings will be held in the Spring and Fall of each year.
Notification of regular membership meetings will be mailed to current members on file at least fifteen days (15) prior to the meeting.
Board of Director meetings will be held as deemed necessary by the majority of the Board.
SECTION B: SPECIAL MEMBERSHIP MEETINGS: Special membership meetings may be called by the MRA President, or by a majority of the Board, or by petition filed with the President signed by fifteen percent (15%) of the MRA current membership on file. A petition must clearly state the reasons and issues that would require the calling of a special membership meeting.
Notification of special membership meetings must state the reasons and issues that require such a meeting and be mailed to current members on file at least fifteen (15) days prior to the meeting.
Special meetings of the Board may be called by the MRA President or when requested by three (3) members of the Board. The request must clearly state the reasons and issues that would require the calling of a special meeting of the Board.
SECTION C: QUORUM: Two hundred (200) members shall constitute a quorum for regular or special membership meetings.
ARTICLE V: OFFICERS, DIRECTORS, AND TRUSTEES
SECTION A: TITLES AND TERMS OF OFFICE. The Officers of the MRA shall be President, Vice President, Secretary, and Treasurer. These Officers shall be elected from the membership for staggered three (3) year terms. Beginning with the Fall, 2017 election and every three (3) years thereafter, the President and Secretary shall be elected. Beginning with the Fall, 2018 election and every three (3) years thereafter, the Vice-President and Treasurer shall be elected.
In addition to these Officers, the MRA shall have Directors. The Officers and Directors together shall constitute the Board of the MRA.
With the Fall, 2017 election, there shall be seven (7) Directors, two (2) of which shall stand for election then and every three (3) years thereafter. Beginning with the Fall, 2018 election, two (2) Directors shall stand for election then and every three (3) years thereafter. Beginning with the Fall, 2019 election three (3) Directors shall stand for election, and every three (3) years thereafter. All Directors shall be elected for staggered three (3) year terms.
The term expiration dates for the 2017 Board positions shall be used to determine which Director positions stand for election.
Beginning with the Fall, 2017 election, there shall be (3) members who shall serve as Trustees. The Trustees shall be elected to staggered three-year terms of office. With the Fall 2017 election, and every three (3) years thereafter, one (1) Trustee shall be elected. Beginning with the Fall, 2018 election, and every three (3) years thereafter, one (1) Trustee shall be elected. With the Fall, 2019 election, and every three (3) years thereafter, one (1) Trustee shall be elected.
Terms of office for Officers, Directors, and Trustees shall begin on January 1st following the election and upon their election being certified by the election committee at the annual Fall membership meeting.
Upon leaving office, all MRA books, papers, and other property in the Officer’s, Director’s, or Trustee’s possession shall be turned over to the MRA Board.
SECTION B: ELIGIBILITY: To be eligible for office, a MRA member must be in good standing.
SECTION C: VACANCIES: Officer, Director, or Trustee vacancies shall be filled from the general membership by secret ballot and majority vote of the Board.
The person so elected by the Board shall serve the remainder of the vacated term of office.
If an incumbent Director or Trustee is a candidate for an Officer position and is elected to that position, their Director or Trustee position shall be treated as vacant.
ARTICLE VI: DUTIES OF OFFICERS AND TRUSTEES
SECTION A: The President shall:
- Preside at all general and special meetings of the MRA and meetings of the Board.
- Be a member of all committees, except the election committee.
- Be authorized to sign checks drawn against the funds of the MRA.
- Appoint all standing and special committees subject to approval of the Board.
- Report periodically to the membership regarding the progress and standing of the MRA business and actions.
- Report to the membership all actions taken by the Board since the last membership meeting.
SECTION B: The Vice President shall:
- Assist the President in the work of the MRA.
- In the absence of the President, or in the President’s inability to serve, preside at all meetings and perform all duties otherwise performed by the President.
- Be authorized to sign checks drawn against funds of the MRA in place of either the President or Treasurer.
- Oversee the preparation and maintenance of MRA’s Policy & Procedure Handbook.
SECTION C: The Secretary shall:
- Take the minutes at all the MRA membership meetings and Board meetings and transcribe them into written form for distribution as directed by the Board.
- Keep a written record of the proceedings of all the MRA membership and Board meetings for a period of at least five (5) years.
- Assure proper notice is given for all meetings of the MRA Board and Membership.
- Maintain the file of all official correspondence of the MRA.
- Perform such other duties as directed by the Board or President.
SECTION D: The Treasurer shall:
- Receive and account for all monies of the MRA.
2…Deposit all money received in the name of the MRA in institutions selected by the Board.
- Prepare and sign checks for such purposes as are required by this Constitution and Bylaws or are authorized by the membership or Board of the MRA.
- Prepare and submit monthly and annual financial reports to the Board of the MRA.
- Keep an accurate record of receipts and disbursements and submit a written report monthly to the Board reporting the financial transactions for the previous month.
- Act as custodian of all the MRA properties and financial records.
- Annually obtain a surety bond with Board approval.
- Annually file all necessary documents with Federal and State agencies.
- Establish and maintain such segregated funds in separate account(s) as may be approved by the MRA Board.
SECTION E: The Trustees shall: make or cause to be made at least annually, or more frequently at the direction of the Board, an audit of finances of the MRA and shall report to the Board and the membership on the results of such audit.
ARTICLE VII: BOARD OF DIRECTORS (BOARD)
SECTION A: The Officers and Directors shall be the governing body of the MRA except when membership meetings of the MRA are in session. The Board shall mean the four (4) Officers and the seven (7) Directors.
SECTION B: All matters affecting the policies, aims and means of accomplishing the purposes of the MRA not specifically provided for in this constitution and, or by action of the membership at a regular or special meeting, shall be decided by the Board.
SECTION C: A majority of the members of the Board shall constitute a quorum for a Board meeting.
SECTION D: Members of the Board may be removed from office for three (3) unexcused absences at membership or Board meetings in a calendar year.
SECTION E: The Board shall have the authority, between regular and special membership meetings of the MRA, to approve and pay normal operating expenses of the MRA. Large or extraordinary expenditures, other than normal operating expenses, shall be brought to the members at a regular or special membership meeting for approval.
ARTICLE VIII: NOMINATIONS AND ELECTIONS
SECTION A: NOMINATIONS:
Nominations for Officers, Directors, and Trustees shall take place at the annual Fall membership meeting.
The notice for the Fall membership meeting must include a notice that nominations will occur at the meeting. Such notices shall be mailed not less than fifteen (15) days before the meeting and include the date, time, and place of the meeting.
Nominations for Officers, Directors, or Trustees shall be from any member.
A nominee must be offered the opportunity to decline the nomination. This may occur in person during the nominating process or in writing following the nomination.
A nominee may only be a candidate for one position at a time.
SECTION B: ELECTIONS:
Elections for Officers, Directors, or Trustees shall take place at the annual Fall membership meeting. Officers, Directors and Trustees shall be elected by secret ballot vote, and the balloting shall be so conducted as to afford to all a reasonable opportunity to vote. Notice for the election shall be given at least fifteen (15) days prior to the conduct of the election and shall include the date, time, and place for the election.
Only members of the MRA in good standing shall be eligible to vote or become a candidate for an MRA office. There shall be no proxy voting.
To be elected as an Officer, Director, or Trustee, a candidate must receive a majority of the votes cast. Majority shall mean more than one half of the votes cast.
Each candidate has a right to one mailing to the membership. The candidate must present the material to be mailed, stuffed, sealed, stamped, and ready to mail and provide help to affix labels that will be provided by the MRA. Labels will be affixed to mailing under supervision of members of the Election Committee and mailed by them. All costs of this mailing are to be borne by the candidate requesting the mailing.
For those newly elected or appointed to fill a Board vacancy an oath of office to be administered by a MRA Board Officer at a Membership meeting or at a MRA Board meeting.
SECTION C: ELECTION COMMITTEE
An Election Committee of the MRA members in good standing shall be appointed by the President with approval of the Board and shall have general responsibility for the conduct of the election in accordance with this Constitution and Bylaws.
ARTICLE IX: AFFILIATION
The MRA may enter coalitions as approved by the Board with National, State, or local organizations of like nature and purpose provided that the autonomy and independence of the MRA is not compromised and that the integrity of this Constitution and Bylaws is preserved.
ARTICLE X: MISCELLANEOUS
SECTION A: Except to the extent specified in this Constitution and Bylaws, no Officer of the MRA shall have the power to act as agent for or otherwise bind the MRA. No member or group of members or other person or persons shall have the power to act on behalf of or otherwise bind the MRA except to the extent specifically authorized in writing by the President of the MRA or by the Board of the MRA.
SECTION B: All committees shall maintain written minutes or reports that shall be submitted to the President, who shall then forward to the Board in a timely manner.
SECTION C: Any proposal to dissolve the MRA must first be approved by the Board. The Board will present its findings and recommendation(s) in a postal mailing to all MRA members in good standing. Members will vote on the issue of dissolution by return mail ballot. An affirmative vote of two-thirds (2/3) of the MRA members in good standing shall be required to approve dissolution.
If approved, the Board will proceed with dissolving the MRA. Remaining funds of the MRA treasury shall be given to a trust, or one or more recognized charities or organizations as decided by the Board. Personal property of the MRA will be disposed of as directed by the Board.
SECTION D: The duties, requirements, expectations in this Constitution and Bylaws document may be waived and shall not apply in the event of or due to war, uprising, social unrest, fire, flood, power failure or pandemic, including earthquake and other Acts of God.
ARTICLE XI: PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order, Newly Revised, shall be the guide in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws.
ARTICLE XII: AMENDMENTS
SECTION A: This Constitution and Bylaws may be amended by a two thirds (2/3) paper vote of the members attending a general membership meeting of the MRA.
SECTION B: Proposed amendment(s) to this Constitution and Bylaws must be in writing and introduced at a regular or special membership meeting. The proposed amendment(s) will be referred to the Board for evaluation and recommendation, and voted on at a subsequent membership meeting.
SECTION C: The meeting notice where there is to be a vote on a proposed amendment(s) to this Constitution and Bylaws must include mention that an amendment(s) to the Constitution and Bylaws will be voted on at the meeting.
SECTION D: A written copy of the proposed amendment(s) shall be provided to all eligible voters at the meeting where the vote on the amendment(s) is to be held.
Amended – March 26, 2019
Amended – November 17, 2020
Amended – April 26, 2023