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Constitution and Bylaws

CONSTITUTION AND BYLAWS CONSTITUTION AND BYLAWS CONSTITUTION AND BYLAWS CONSTITUTION AND BYLAWS

OF OF OF OF N

N N

NIDEC IDEC IDEC IDEC- - -EMERSON ENGINEERS CLUB - EMERSON ENGINEERS CLUB EMERSON ENGINEERS CLUB EMERSON ENGINEERS CLUB

Amended – 2 February 2011

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CONSTITUTION CONSTITUTION CONSTITUTION CONSTITUTION

ARTICLE I - NAME

SECTION I

The name of the organization shall be NIDEC-EMERSON ENGINEERS CLUB.

ARTICLE II - OBJECTIVES AND PURPOSES

SECTION 1

The objectives and purposes of the Club shall be:

1. To Promote and foster the education and professional improvement of its members.

2. To stimulate through social and technical meetings an understanding and knowledge of the various activities at Emerson & Nidec Motor Corporation.

3. To advance the fields of Science and Engineering, and

4. To promote the technical and scientific image of Emerson & Nidec Motor Corporation.

SECTION 2

The club shall be self-contained and free from all outside membership, association or affiliation.

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ARTICLE III - MEMBERSHIP

SECTION 1

There will be two classes of membership - regular and senior.

1. Regular Members pay dues and are eligible to vote.

2. Senior Members pay dues and are not eligible to vote.

REGULAR MEMBERSHIP:

To qualify for Regular Membership, the applicant must meet all of the following requirements:

1. Be an Employee of Emerson & Nidec Motor Corporation.

2. Be performing an engineering, technical or scientific assignment.

OR

Have a Technology degree in Engineering or a related discipline.

SENIOR MEMBERSHIP:

1. Senior Membership will be granted to retiring, Regular Members

SECTION 2

Application for membership shall be submitted in writing to the club Secretary on an approved application form.

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ARTICLE IV - ADMINISTRATION

SECTION 1

Major Club policies shall be established by the voting members at meetings regularly or specially called, or by special notice, in accordance with the provisions of this Constitution and Bylaws.

SECTION 2

The Officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer who shall constitute the Executive Committee. The President, Vice

President, Secretary, and Treasurer shall be elected by ballot annually as provided in the Bylaws.

SECTION 3

Term of office of duly elected Officers is one year. An Officer may succeed himself/herself in office.

SECTION 4

In the event of a vacancy in the Office of President, the Vice President will assume the office for the unexpired term. In the event of a vacancy in any other office, the

President shall appoint a member of the Club to complete the unexpired term of the vacant office.

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SECTION 5 LIABILITY OF CLUB OFFICERS

The Club shall reimburse any Officer for all actual damages incurred as the direct or proximate result of Club activities, whenever such damages occur through no fault of the Officer. In the event such a situation arises, the Club President and the Division President shall mutually select one Club Member to serve with them on an Arbitration Committee. This Committee shall have full authority to hear and finally resolve any questions of liability. In the event of the Club President being the subject of the

Committee's hearing, then the Club Members shall elect two Club members, each by a majority vote, to serve with the Division President on the Arbitration Committee.

ARTICLE V - MEETINGS

SECTION 1

Regular meetings of the Club shall be held as determined by Section 4 of the Bylaws.

SECTION 2

The Officers of the Club may call a special meeting at any time, provided at least three days notice is given to the Membership.

SECTION 3

A quorum of 25 percent of the eligible Voting Membership shall be present in order to transact any business before the Club.

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ARTICLE VI - FUNDS

The Officers of the Club shall be responsible for the deposit or withdrawal of Club funds. Disbursement of Club funds shall be by check or credit/debit card. Checks shall require signatures of the President and the Treasurer. In the absence of the President, the Vice President shall sign in the President's place. Approval of disbursements shall be by three-quarters affirmative vote of the Executive Committee.

ARTICLE VII - AMENDMENTS

Amendments to the Articles of this Constitution may be proposed at any meeting, using regular parliamentary procedures or by special vote. Such proposed

Amendments must be read at the next regular meeting or sent to the Membership by special notice and ratified by a two-thirds majority of the returned ballots.

BYLAWS BYLAWS BYLAWS BYLAWS

SECTION I - PARLIAMENTARY PROCEDURE

Robert's Rules Of Order - Revised shall govern this Association in all cases where they apply, and in which they are not in conflict with these Bylaws.

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ORDER OF BUSINESS

The Order of Business for all Meetings shall be as follows:

1. Call to order

2. Reading of Minutes of the last meeting 3. Report of the Executive Committee Meeting 4. Treasurer's Report

5. Reports of other Committees 6. Unfinished Business

7. New Business 8. Program 9. Adjournment

This order may be temporarily suspended if necessary.

SECTION 2 - DUES

Dues shall be $4.00 per month for Regular Members, and will be collected through the Payroll Deduction Plan when ever possible.

Dues shall be $48.00 annually for Senior Members. The Club Treasurer will bill the individuals directly for the entire year, during the first quarter of that year. Anyone failing to pay by the date specified on the bill, will receive a reminder. If they fail to pay within 30 days after the reminder is sent, they will receive notice of their

termination, with a copy to the Club Secretary.

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SECTION 3 - MEMBERSHIP

Qualification for membership will be decided by the Executive Committee of the Club, Members of the Club whose employment with the Company has terminated, except in the case of Retirement, shall be terminated as members of the Club.

Qualifications for acceptance into the Club are as follows:

1. Education/Experience

a. Have a Technology degree in Engineering or a related discipline from an accredited institution.

OR

b. Be presently working in an Engineering related capacity.

SECTION 4 - MEETINGS

A minimum of (3) professional development meetings and (3) regular meetings shall be held in a calendar year. The time, place, and expenditures are at the discretion of the current administration. A meeting plan for 12 months must be issued within two months of new officer installations.

At least three days notice shall be given to the Membership regarding the date and place of the meeting. This information shall be conveyed electronically when possible.

The Officers of the Club may call a Special Meeting at anytime, provided at least three days notice is given to the Membership. The Special Meeting (if so decided upon) will replace the next Regular Meeting.

The starting time of membership meetings shall be at a reasonable time, plus a reasonable driving to the selected meeting place.

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SECTION 5 - NOMINATION COMMITTEE

The Officers of the Club will serve as the nominating Committee. They will select, from the Club Members, eligible nominees (with their consent) for the Offices to be filled in January. The names proposed shall be presented with a special notice to the Membership.

SECTION 6 - ELECTIONS

Not less than two weeks prior to the election in December, a Ballot will be distributed to each Voting member. Members may return their ballots, either in person or by mail, anytime up to 3:00 p.m. of the date of the election. The candidate for any office who receives a plurality of the votes cast, shall be declared elected. Results shall be published by Special Notice in January. Recognition shall be awarded by the Incoming Officers to the Retiring Club Officers at the first meeting of the new year.

SECTION 7 - DUTIES OF OFFICERS

The President

Shall be the Executive head of the Club and shall be responsible for the

administration of all Club Business. He/she shall appoint such Committees as may be required from time to time and shall be an ex officio member of all Committees.

He/she shall preside at all regular and special meetings of the club.

The Vice President

In the absence of the President, shall exercise all the duties of the President and shall perform such duties as shall be delegated to him/her by the President.

The Treasurer

Shall supervise the handling of all funds of the Club and shall make a Monthly Report to the Executive Committee of the financial status of the club and such special

Financial Reports as may be required.

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The Secretary

Shall keep accurate minutes of all meetings, have custody of all Club records, be responsible for preparing and mailing of any special notices, membership certificates for new members, and other secretarial functions.

SECTION 8 - AUDITING COMMITTEE

The Treasurer's Report shall be examined annually by an Auditor or an Auditing Committee of not less than three members who, satisfied that the Treasurer's Annual Report is correct, shall sign a statement of that fact at the end of the Report. The Auditing Committee shall be appointed by the Executive Committee at least four weeks prior to the end of the calendar year.

SECTION 9 - ADMENDMENTS TO THE BYLAWS

The Bylaws to this Constitution may be amended by the same procedure as given in Article VII, with the exception that only a simple majority is required for ratification.

SECTION 10 - GIFTS AND DONATIONS

Club donations or gifts may be requested by any member of the Club, in writing, to the Executive Committee and voted on at the next regular club meeting. Two-thirds affirmative vote of those present will be necessary for approval.

The amount of money for all donations shall be determined by the Executive Committee. An affirmative vote of the committee shall be necessary to pass on the

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