The CHARA Bylaws have been revised and amended. The CHARA BOD adopted the revisions on April 30, 2025. These revisions were posted on the CHARA Website. Pursuant to Article X of the Bylaws the CHARA membership voted unanimously (a required two-thirds vote of the members present was necessary) at the June 3, 2025 Q2 members meeting to approve the Amendments as published on the website.
BYLAWS OF CONOCOPHILLIPS and PHILLIPS 66 HOUSTON AREA RETIREES ASSOCIATION
ARTICLE 1
NAME
The name of this organization shall be ConocoPhillips (COP) and Phillips 66 (P66) Houston Area Retirees Association (hereinafter referred to as “CHARA”).
ARTICLE II
PURPOSE
The purpose of this organization shall be to promote continued personal contact among ConocoPhillips and Phillips 66 retirees in the greater Houston area through meetings, socials and other types of activities. This association shall also be an avenue to provide an opportunity for CHARA’s members to participate in ConocoPhillips and Phillips 66 community sponsored activities as well as provide a communications link between CHARA and ConocoPhillips and Phillips 66 management and employees.
ARTICLE III
MEMBERSHIP
Members shall be ConocoPhillips or Phillips 66 or any preceding or succeeding associated company retiree, retiree spouse, or surviving retiree spouse. Retirement may be regular, early, separation or incapacity.
Annual dues shall be set by the Executive Board and payable in advance on or before January 1. Membership dues cover the period from January 1 to December 31.
Members who are in arrears shall receive a final reminder with their May Newsletter advising they are approaching the six-month limit for past dues. If dues are still not paid by July 1, they shall be moved to inactive status and shall no longer receive the Newsletter or email communications.
ARTICLE IV
OFFICERS
The officers of this association shall be President, First Vice President, Secretary, Treasurer, Vice President – Programs, Vice President – Events, and Vice President - Newsletter. These officers shall perform the primary duties described by these Bylaws.
The President shall provide the overall leadership for CHARA and preside at all meetings of the membership and Executive Board. The President shall have the responsibility for direct coordination with ConocoPhillips and Phillips 66 leadership and to perform all other duties as required by this office.
The First Vice President shall preside in the absence of the President, fill in for other BOD members when needed, and perform any additional duties assigned by the President.
The Secretary shall take and maintain minutes of CHARA’s Membership and Executive Board meetings. The Executive Board minutes shall be distributed to the Executive Board for their approval. The minutes of the CHARA Membership Meetings shall be published in the Newsletter. The Secretary shall perform any additional duties assigned by the President.
The Treasurer shall be responsible for the receiving, banking, and disbursement of CHARA’s operating funds. The Treasurer shall maintain financial records and submit a quarterly report to the Executive Board for approval. The quarterly report shall be published in the Newsletter. The Treasurer shall maintain CHARA’s active membership database and shall notify delinquent members in accordance with Article III of these Bylaws. The Treasurer also serves as the CHARA email Administrator. The Treasurer shall perform any additional duties assigned by the President.
The VP-Newsletter’s primary responsibility and focus shall be the publication and distribution of the CHARA Newsletter. The VP-Newsletter shall perform any additional duties assigned by the President.
The VP-Programs shall be responsible for all Membership Quarterly Meeting programs. The VP-Programs shall perform any additional duties assigned by the President.
The VP-Events shall be responsible for the Membership tours, trips, events and other association outings. The VP-Events shall perform any additional duties assigned by the President.
All officers shall be elected at the annual meeting to serve for a two-year term or until their successors are elected. Their term of office shall begin the following January 1. It is possible for a CHARA officer to serve multiple consecutive terms in the same office.
Vacancies of elected officers shall be filled by the Executive Board, if needed. The person so appointed shall serve the unexpired term of the vacant office.
ARTICLE V
MEETINGS
The regular meetings of this association shall be held on the first Tuesday of each March, June, September, and December unless ordered by the association or Executive Board. The December meeting shall be the annual meeting. The date of the September meeting is determined by when COP HR has benefits defined for the following year. The December meeting may be determined by the Executive Board to be in best alignment with the Holidays.
Decisions on any official business matter at a regular or special meeting must receive a 51 % affirmative vote of the members present to be considered a valid CHARA action. There shall be no voting by proxy.
Special meetings may be called by the Executive Board, upon written request of twenty members of the association or by the President in case of emergency.
ARTICLE VI
EXECUTIVE BOARD
The Officers of the Association shall constitute the Executive Board, who shall have general supervision of the affairs of the association between the regular meetings, determine the time and place of the meetings, and perform such other duties as are specified by these Bylaws. The Executive Board is subject to these Bylaws and none of its acts shall conflict with actions taken by the association.
The president shall have the authority to invite any member to attend the Executive Board meetings in a non-voting advisory capacity.
Regular meetings of the Executive Board shall be held once a quarter, prior to the regular meetings of the association. Special meetings of the Executive Board may be called by the President or upon request by two members of the Executive Board.
ARTICLE VII
COMMITTEES
Standing and Special Committee Chairpersons shall be appointed by the President with the approval of the Executive Board. No committee, Standing or Special, shall have authority other than approved by the Executive Board.
A. Standing Committees
a. If it is deemed by the BOD that there is a need for a Standing Committee, the President with the approval of the Executive Board may appoint a Standing committee chairperson. An example may be a CHARA website committee.
B. Special Committees
a. A Nominating Committee Chairperson shall be appointed by the Executive Board and announced at the regular meeting in June. The Executive Board shall select two additional CHARA members to serve on the Nominating Committee. It shall be the duty of this three-member committee to nominate candidates for Officers of CHARA in accordance with Article IV of these Bylaws. The nominees shall be listed in the August and November Newsletters.
b. Other committees or individual task assignments, for on-going or special functions required for effective operation of the association may be approved by the Executive Board.
ARTICLE VIII
STRUCTURE
The association shall be non-shareholding, non-commercial, nonprofit, and nonpartisan.
This association was not formed for pecuniary gain or profit and does not contemplate pecuniary gain or profit to members or officers thereof, and no part of the net earnings of the association shall accrue to the benefit of any member or officer thereof, or any private individual.
No member of this association shall ever be held liable for the contract, fault, neglect or debts of said association in any further sum than the unpaid balance, if any, due by said member on annual dues.
ARTICLE IX
PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of the Roberts Rules of Order shall govern this association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE X
AMENDMENTS
These Bylaws may be amended at any regular business meeting of the association by two thirds vote of the members present, provided the amendment has been reviewed by the Executive Board, noticed in the CHARA Newsletter, and placed on the CHARA website prior to the vote. The Secretary shall date and maintain the officially amended Bylaws. Bylaws are also maintained on the CHARA Online website.
ARTICLE XI
OTHER
The association’s bank account shall be kept in the Members Choice Credit Union or banking institution selected by the Executive Board. All disbursements shall bear the signature of the Treasurer, or in the absence of the Treasurer, the signature of the officer delegated, in writing, that temporary authority by the Treasurer. No bank loans, overdrafts or guarantees which obligate this association shall be authorized by the Executive Board.
Audits of the financial records shall be performed at the discretion of the Executive Board.
As approved and recommended by the Executive Board June 3, 1986
Adopted September 9, 1986
Amended December 6, 1994
Amended June 11, 1996
Amended September 10, 2002
Amended September 13, 2005
Amended June 3, 2008
Amended December 2, 2008
Amended September 1, 2009
Amended September 13, 2010
Amended September 11, 2012
Amended June 6, 2023
Amended April 30, 2025
Amended June 3, 2025