Bylaws

I Name

The name of this organization shall be “DC Retirees’ Club.”

II Membership

Membership in this organization is open to all Dow Corning Retirees and partners (Spouse and significant others). A $10 per person annual fee shall constitute the membership dues, which shall be used primarily for the club’s operation and activities. Partners who are not members can attend club functions as guests of members or alone but must join the organization to vote, participate in drawings or serve on the Board of Directors.

Dues are payable for the calendar year January 1 to December 31. Dues paid between July 1 and December 31 of one calendar year will cover the next calendar year. Renewal notices will be sent during the Last quarter of each year. An Events and Membership Directory will be sent annually to members who have an e-mail address and by US Postal Service to those who do not have an e-mail address.

III Objective

The purpose of this club is to provide members the continue associations with former Dow Corning colleagues and to keep abreast of developments within the Company.

IV Board of Directors

Administrative authority shall rest with the Board of Directors. The Board of Directors will consist of twelve (12) members elected from and by the membership. The Board of Directors shall annually elect a President, a President Elect, Secretary and Treasurer. The President Elect will succeed automatically to President. Terms of office will be staggered with four (4) members being elected each calendar year to serve three-year terms. Those whose terms have expired will be eligible for re-election to the Board. In the event of Board of Directors vacancy, the remaining Board Members will appoint a replacement to complete the balance of the unexpired term.

With the exception of the President and President Elect, both of which are filled by one individual, other positions may be filled one, with a designated backup or two co-equal officers at the discretion of the Board. The designated back-up performs the duties of the officer when that officer is absent.

V Officer’s position and Protocols

Directors: Administer the affairs of the DC Retirees’ Club to the best of their abilities in the interest of its membership in compliance with the Club By-laws.

President: The president serves as the chair of the Club’s Board of Directors and presides at all meetings of the members. The President or his/her delegate opens and closes all meetings, introduces the event and/or presenters, facilitates actions to further the club functions and performs other duties which usually pertain to such office.

President Elect: The President Elect assists the President in the performance ofthe Presidents duties, performs other duties as delegated by the President, and performs the duties of the President when the President is absent.

Program Coordinator: The Program Coordinator is responsible for program activities, schedule, entertainment, costs and quality.

Special Events Coordinator: The Special Events Coordinator is responsible for scheduling and coordinating special events such as golf outings in a proper manner. Depending on the number of special events being planned, more than one such coordinator will be appointed by the Board.

Secretary: The secretary records the minutes of the club Board Meetings, carries on necessary club correspondence, maintains club records other than membership, and reports as required to the Board of Directors. The Secretary maintains a list Board Members remaining terms of office and also a list of all Board policies not incorporated into the by-laws.

Treasurer: The Treasurer collects the mail and dues and luncheon costs, pays all bills. Maintains accurate records of the Club’s income, disbursements and club membership and reports the club finances at each Board of Directors meeting.

Publicity Chair: The publicity Chair is responsibility for generating, maintaining, and distributing event notices and meeting sign-ups to all members, and news media. Membership lists are closely coordinated with the Treasurer to maintain up-to-date address lists, also with the Program Coordinator for content and timing of events.

Web Master: The Web Master is responsible for keeping the club website up-to-date. The Web Master may be an adjunct board member with no voting rights, in which case a board member appointed by the Board acts as liaison to the Web Master.

VI Board Meetings

The Board of Directors shall meet periodically at a time and location determined by the President. A majority of the Board Members must be present to conduct official business.

VII Committees

Committees are formed as needed with Board approval.

VII Activities

The principal activity of the club is luncheon meetings for members and partners. Members may bring a guest. The Board shall determine the cost per meal per member, partner or guest. Members or Partners who only wish to attend the program portion of the meeting are free to do so at no cost. Retiree nonmembers who wish to attend an event must join to do so unless they come as a member’s guest. Active employees who wish to attend should pay the club member event rate as should partners who are not members who wish to attend on their own. Non-members are not eligible who win prizes.

IX By-laws

The by-laws will be reviewed each year by the Board of Directors. The by-laws can be amended by a majority vote of the Board members

By-laws reviewed, revised, and accepted by the Board, March 2014