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IBM Quarter Century Club of Charlotte By-Laws

Article 1  Name

   The name of this Club shall be the
   "IBM Quarter Century Club of Charlotte, North Carolina".

Article 2  Objective

   The object of this Club shall be:

 Section 1 To perpetuate the friendship and good  fellowship which has
   developed through a quarter century or more of service with IBM.

 Section 2 To promote social enjoyment among members spouses and/or
   guests by means of dinners, parties, outings or other

 Section 3 To cheer and comfort members in time of sorrow, sickness or     inability to be about their usual activities.

Article 3  Membership

 Section 1 Any employee of IBM Corporation, Charlotte, NC, who has
   completed 25 years of service in the Corporation is eligible for
   "Active Membership" in the IBM Quarter Century Club.

 Section 2 Any Quarter Century Club Member who retires from IBM under the
   IBM Retirement Plan, or the IBM Total and Permanent Disability
   Plan is considered a "Retired Member".

 Section 3 A new Member shall be officially inducted into the Club by an
   officer of the Club together with appropriate management
   recognition.  The frequency and method will vary depending on the
   facilities and number of employees inducted.

 Section 4 All membership privileges cease when an active member
   terminates employment,  except when designated a "Retired

 Section 5 Club members who resign or take a Leave of Absence under
   Special Opportunity Programs may be invited by the Company to
   remain in the Club.

Article 4   Officers

 Section 1 Officers of the Club shall consist of a President, Vice President,     Treasurer and Secretary which shall comprise the Board.

 Section 2  Nominations should represent as many business areas/functions     within IBM Charlotte and retirees as possible.  Present Officers     should be considered in order to continue the progression and     experience of the Board.   The offices of Treasurer and Secretary     must be held by Active Members for accurate and timely      communications with management and members.  Ballots shall be     mailed, during the third quarter, to the membership and provisions     shall be made on the ballot for a "write-in" for each office.  The     candidate receiving the majority of votes cast of the members shall     be elected and shall hold office for a term of one year starting     approximately the fourth quarter of the year elected.

 Section 3  Officers will not be permitted to succeed themselves in the same     office for more than two terms.

 Section 4  New officers will be installed at a ceremony attended by a      representative number of outgoing officers, an Executive      Committee and management.

 Section 5  If the office of President becomes vacant, the Executive Committee    may appoint the incumbent Vice President to complete the term of     office.  At its discretion, it may also appoint another Club member     to complete the term of the Vice President and for all other offices if    they become vacant.

Article 5   Duties of Officers

 Section 1  The President shall preside at meetings of the Club and perform     customary duties of the office.  The President shall be ex-officio     member of all committees.

 Section 2 The Vice President shall assume the President's duties in the     latter's absence and assist the President as required.  The Vice     President shall also be Chairman of the Social Activities      Committee.

 Section 3 The Secretary shall keep minutes of all meetings of the Club,     conduct the correspondence of the Club, maintain an accurate     up-to-date roster of the membership and perform the customary     duties of the office.  The Secretary shall order flowers or other     suitable remembrances at the time of hospitalization, illness or     death of a Member.  The Secretary shall also have the power to     sign checks in the absence of the treasurer.

 Section 4 The Treasurer shall be custodian of all funds of the Club and shall     keep accurate records of all money received and disbursed for the     Club by him/her, and shall be prepared to render a financial      statement at any meeting of the Club or Club officers.

 Section 5 All funds shall be deposited in a local financial institution.      Disbursements shall be made only upon an invoice or order for
   payment approved by an officer other than the officer designated to    sign checks.  Payments shall be made by serially numbered checks
   signed by the Treasurer or Secretary.

 Section 6 A financial statement shall be prepared annually by the Treasurer     and be audited officers during the transition of officers.

Article 6  Committees

 Section 1 There shall be an Executive Committee composed of four (4) past     presidents or other members appointed by the current president if     past presidents are not available.  The retiring president will be     designated chairman of this committee.

   The primary duty of this committee is to advise the current officers     and perform duties as designated by the Club President.

 Section 2 Each year a Nominating Committee of three (3) will be appointed     by the President.  The appointees will not be from current office

 Section 3 A Social Activities Committee shall be appointed, as appropriate,     by the Vice President to plan any Club sponsored event.

 Section 4 All other committees will be appointed as needed.

Article 7 Amendments

   This Constitution and By-laws may be amended when      recommended by a committee appointed by the president, or at the
   request of members at any regular or special meeting, and when     carried by a majority of votes cast by members present at any     meeting or by mail.

Article 8 Dues/Contributions

 Section 1 Each new member, at the time of their induction into the Club, shall    be invited to give a voluntary contribution of $5.00.

   In the third quarter each year, each active member shall be      requested for a voluntary annual contribution of $5.00.

 Section 2 Contributions will be used for flowers for hospitalized or deceased     members.  Surplus funds can be used as the Club membership     desires.

 Section 3 If funds in the treasury at year-end reach an amount equal to or     over $4.00 per member (total of active and retired membership)     contributions will be suspended for that year, but resumed the     following year if such fund is below the above requirement.

Article 9  Meetings.

 Section 1 Meetings may be called at the direction of the officers or upon a     request directed to the Secretary by ten percent (10%) of the     members which shall state the object of such special meeting.      Notices shall be mailed to all members at least three (3) days prior     to special meetings.

 Section 2 A quorum shall consist of at least ten percent (10%) of the      membership.

 Section 3 A majority of votes cast by members present shall carry a motion in    meetings.

 Section 4 Other propositions must be submitted  to the Club Secretary, who     will mail a notice and ballot to members.  The proposition shall     carry by a  majority of the votes cast by return of the ballot by mail     as directed.