ByLaws

AT&T Concerned Employees and Retirees
Bylaws Draft as of February 23, 2005

Article I - Name

AT&T Concerned Employees and Retirees (ACER) is the name of the organization representing retired employees of AT&T and former Bell Operating Companies retirees who retire from the AT&T corporation.

Article II - Purpose

ACER will act to represent the interests and entitlements of AT&T and former Bell Operating Companies retirees who retire from the AT&T corporation, and their dependents in matters of pensions, health care coverage and other issues directly affecting their quality of life.

Article III - Membership

Membership in ACER is open to all AT&T retirees. Former Bell Operating Companies employees who retire from AT&T are also eligible for membership. Members shall provide an email address so that communications can be accomplished electronically.

Article IV - Principal Office

The principal office address will be that of the President during that person's term of office or such other place as may be designated in writing by the President and approved by the Board of Directors.

Article V - Elections and Terms of Office

Section 1. The formal membership election of Officers and Directors shall occur at the Annual Meeting of the organization which will be held in February of each year, or as determined by the Board of Directors. The proposed slate of Officers and Directors shall be made available to all members through a newsletter at least one month prior to the Annual Meeting. Notification to the General Membership shall also include an absentee ballot for those members unable to attend the Annual Meeting.

Section 2. All Officers/Directors shall be confirmed by a vote of the members in attendance at the Annual Meeting, including the count of the absentee votes cast by the General Membership. A majority of the votes cast will determine the election. Twenty-five or more members present at any membership meeting, including the Annual Meeting for election of Officers/Directors shall constitute a quorum.

Section 3. All elected Officers and Directors will normally serve a three (3) year term of office. However, the term of office is not finite and all elected officials serve with the approval of the General Membership. ACER will attempt to stagger the election of Officers and Directors to maintain continuity of leadership.

Article VI - Organization Structure

Section 1. Subject to the provisions of these Bylaws, the activities and affairs of ACER shall be conducted in accordance with all existing laws and all powers shall be exercised by or under the direction of the Board of Directors.

Section 2. The organization will consist of a President, Vice President, Secretary, Treasurer and a minimum of 9 members of the Board of Directors.

Section 3. The Board of Directors should represent geographical areas throughout the United States.

Article VII - Officer Duties

It shall be the duty of the Officers and Board of Directors to perform any and all duties imposed upon them collectively or individually by law, and by ACER Bylaws.

Section 1. The President shall be the Chief Executive Officer of ACER and shall, subject to the advice and counsel of the Board of Directors and the Bylaws, execute all legal documents and supervise and control the affairs of ACER and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law and the Bylaws of ACER. The President shall preside at all meetings of the Board of Directors, except as otherwise expressly provided by law or the Bylaws of ACER. He or she shall in the name of ACER execute contracts, bonds, checks and other instruments which are authorized by the Board of Directors.

Section 2. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions on the President. The Vice President shall have other powers and perform such other duties as may be subscribed by law, or by these Bylaws, or as may be prescribed by the Board of Directors.

Section 3. The Secretary shall certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep a Book of Minutes of all meetings of the Directors, recording therein the time and place of the meeting, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the President or the Board of Directors.

Section 4. The duties of the Treasurer will be to have charge and custody of, and be responsible for, all funds and securities of ACER, and to deposit such funds in the name of ACER in banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to ACER from any source whatsoever. Disburse, or cause to be disbursed, the funds of ACER as may be directed by the President and Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of ACER’s properties and business transactions, including accounts of its assets, liabilities, receipts and disbursements. Render to the President and Directors whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial status of ACER. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, or by the Bylaws of ACER, or which may be assigned to him or her from time to time by the Board of Directors.

Article VIII - Board Elections and Annual Meeting

Section 1. Notice of the Annual Meeting shall be emailed to all members thirty (30) days or more prior to the Annual Meeting. The notice shall include the election (or reelection) of all Officers and the Board of Directors and all matters requiring a vote of the General Membership. The notice shall include the date and place of the Annual Meeting. An absentee ballot will be included for members unable to attend the Annual Meeting.

Section 2. The President shall call four (4) meetings of the Board of Directors each year. An Annual Meeting shall be scheduled during February of each year to elect Officers and the Board of Directors, to approve the fiscal year budget and to review all plans and programs of ACER for the coming year. Special meetings of the Board of Directors may be called by the President or a majority of the Board of Directors. Such meetings will be held via conference call or at a place and time acceptable to the majority of Officers and Board of Directors. Meetings can be face to face, or by teleconference at the discretion of the President and with the approval of the Board of Directors.

Article IX - Board of Directors Meetings

Regular meetings of the Board of Directors are to be scheduled on a quarterly basis. Notification of the meetings to be announced one (1) month in advance. Special meetings of the Board of Directors shall be held upon four (4) days notice by first class mail or forty-eight (48) hours notice delivered personally by e-mail or telephone.

Article X - Dues and Eligibility to Vote

Section 1. Annual dues for membership shall be established by the Board of Directors to provide for all necessary operating expenses of the organization.

Section 2. All Members of ACER who are current with their membership dues are eligible to vote at the Annual Meeting.

Article XI - Communications

Section 1. Members without access to the Internet will receive a quarterly newsletter which will include notices of elections, Annual Meetings and other items of ACER interest. ACER members with Internet access will be kept current on ACER's plans and programs through the website. Quarterly officer/director meetings will be announced to ACER members residing within the geographical area in which the meeting is to be scheduled.

Section 2. Dues are payable upon admission into ACER and annually thereafter at such times as may be fixed by the Board of Directors.

Article XII - Management of Finances

Section 1. The Officers and Board of Directors will designate the banking institutions in which ACER funds will be deposited and maintained.

Section 2. The financial status of ACER. will be approved annually by a Certified Public Accountant or other qualified professional at the appropriate level of investigation as determined and deemed necessary by the Board of Directors. The report will be available to members upon request.

Section 3. The fiscal year of ACER. will be January 1 through December 31.

Section 4. Individual disbursements not to exceed line item limits provided in the current annual budget approved by the Board of Directors can be authorized by the President or in his/her absence by the Vice President and Treasurer. All ACER checks for authorized expenses will require dual approval signatures.

Section 5. Should an expense arise that was not contemplated or included in the annual budget, the President shall poll the members of the Board of Directors for approval of the expenditure prior to its payment. A simple majority of the Board of Directors would be required.

Section 6. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of ACER shall be signed by any two of the President, Vice President, Secretary, Treasurer or members of the Board of Directors.

Section 7. The Board of Directors may accept on behalf of ACER contributions, gifts or grants to be used to further the aims and goals of ACER. in accordance with our Bylaws and our mission statement.

Article XIII - Professional Services

Section 1. It is contemplated the organization may require professional services such as legal counsel, advertising, public relations, proxy specialists and accounting services. The President and Treasurer, with the approval of a majority of the Board of Directors will be authorized to bind the organization contractually in negotiations for such services

Section 2. Except for the authority granted in Section 1 above, no Director or Officer of this organization shall have the power or authority to borrow money on its behalf, pledge its credit or mortgage its assets or expend ACER funds or incur indebtedness except within the scope of the Bylaws and to the extent of the authority delegated by resolutions adopted by the Board of Directors.

Section 3. No officer or member of the Board of Directors will receive compensation for their time or efforts during their term of office. Reimbursement to cover pre-approved expenses incurred for ACER business to be submitted to the office of the Treasurer and approved by the President (or Vice President) and the Treasurer.

Article XIV - Dissolution

Any and all assets of the Corporation are dedicated to purposes defined in our mission statement. Upon liquidation, dissolution or abandonment, after providing for all debts and obligations, any and all remaining assets shall not inure to the benefit of any person, but shall be distributed to a nonprofit organization who's goals and objectives are to aid and support the interests and entitlements of the retirees of AT&T and those former employees of Bell Operating Companies who retired from AT&T.

Article XV - Amendment of Bylaws

These Bylaws may be amended, deleted, changed or added to by a motion of the President and with the approval of the Board of Directors.

Dated: February 23, 2005

By order of the Directors in attendance at the February 23, 2005 meeting held via teleconference.