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BY-LAWS 2006

CONSTITUTION AND BY-LAWS

of the

MINNREG VETERANS ASSOCIATION INCORPORATED

CLEARWATER FLORIDA

(REVISED JULY 1985 / SEPTEMBER 1985)

(REVISED MAY 1989 / APPROVED MAY 1989)

(REVISED JANUARY 1992 / APPROVED FEBRUARY 1992)

(REVISED JUNE1993 / APPROVED NOVEMBER 1993)

(REVISED MAY 1994 / APPROVED JUNE 1994)

(APPROVED NOVEMBER 1996, INCORPORATED 12/96)

(APPROVED APRIL 2000, INCORPORATED OCTOBER 2000)

(APPROVED MARCH 2006, INCORPORATED APRIL 2006)

SECTION I. NAME

The name of the organization shall be MINNREG VETERANS ASSOCIATION, INCORPORATED

(hereafter referred to as MINNREGS or Association) a non-profit organization incorporated under

the existing laws of the State of Florida.

SECTION II. PURPOSE

The purpose of this Association shall be to create good fellowship among members through

activities planned by the organization, and no member, officer or director of the organization shall

be entitled to share in the distribution of any MINNREG generated funds for the benefit of MINNREG

members, Honeywell employees who are not MINNREG members, and groups in the general

community who may benefit from MINNREG planned activities. Except as specifically stipulated

under "Compensation", SECTION III, e; no part of the earnings of the organization shall inure

to the private benefit of any member, officer or director of the assets.

SECTION III. MEMBERSHIP

(a) Member - Any employee or former employee of a facility of Honeywell, Inc., is eligible.

(b) Associate member - Anyone affiliated with Honeywell Inc. shall be eligible for associate

membership. "Affiliated" as used in this context means adult family members of Honeywell

employees or retirees, customer representatives, and those contracted to proved regular

services within the Honeywell facility.

vote of the Board shall be required to entitle any applicant to membership. Eligible employees

shall become members upon acceptance by the Board, and payment of dues.

(d) The dues of the Minnregs shall be $ 20.00 yearly due on January 1 of each year. Dues

for active Honeywell employees shall be payable by payroll deduction on January 1 of each year.

The dues shall be allocated for Minnreg functions.

(e) Compensation-With exception of the Custodian and Treasurer no member, elected officer

or director shall receive any salary for services as such. However, a member may be

reimbursed for expenses incurred with the approval of the Board of Directors.

SECTION IV. SUSPENSION OF MEMBERSHIP

(a) Suspension - Any member, officer or director may be suspended and/or removed

from membership or from office by the affirmative vote of two-thirds of the Board of Directors

at any regular or special meeting called for the purpose, for conduct detrimental to the interest

of the organization. Any such member, officer or director proposed to be suspended

and/or removed shall be entitled to at least five days notice in writing by mail of the meeting

at which such suspension and/or removal is to be voted upon and shall be entitled to appear

before and be heard at such meeting.

(b) Failure to pay annual dues for a period of six months automatically prohibits any member

from participation in any MINNREG meeting or benefits until delinquent dues are paid.

is required for reinstatement.

SECTION V. LIFE MEMBERSHIP

(A) A life membership shall be awarded by the MINNREG Association to members who are

placed on long-term disability prior to retirement, or who are officially retired and in good standing

at their retirement. A member receiving such honors shall be entitled to all benefits of the

MINNREG Association, social and otherwise and shall be required to pay $ 10.00 yearly dues .

SECTION VI. REINSTATEMENT OF FORMER MEMBERS

(a) Any former member of the MINNREGS who has been out of the company's employ for a

year or more and who has not been suspended in accordance with Sub-section (a) of Section IV,

may be reinstated to membership upon written application to and approval by the Board of

Directors by the payment of dues in accordance with Section III C. If such former member at the

time of his resignation and resultant lapse of membership was an officer of the MINNREG

Association his reinstatement shall entitle him to his regular membership. Any member of the

Board by virtue of service as Chairman who may resign and subsequently be reinstated to

membership shall not be reinstated to his position on the Board.

(b) Restoration to membership after suspension as outlined in Sub-section (a) of Section IV,

shall be upon action of the Board of Directors provided that such a member will be required to

pay the membership dues in the amount of one year's dues in accordance with Section III C,

and all dues in arrears.

SECTION VII. MEETINGS

(a) Meetings will be held once a month, ten (minimum) times a year for the purpose of

transacting such business as may properly come before the membership. Meetings are for

MINNREG members only; employees, not MINNREGS, may attend as guests, by signing

Guest Register. Guest may attend a maximum of two (2) meetings without joining the

association. Special meetings may be called at any time by the Chairman. The date and

place of all meetings shall be posted at least one week prior to the date of such meeting.

(b) An annual meeting shall be held in November of each year for the purpose of electing

a Chairman, Vice-Chairman, Secretary, and two (2) Members-at-Large to the Board of

Directors. All officers elected to the Board of Directors shall be available and on active duty

with Honeywell, Inc., Clearwater Facility, for the tenure of their office. Tenure of office is two

consecutive terms in one office. Voting shall be by secret ballot unless the nominee is

unopposed. Officers shall be elected by a plurality.

business meeting. Action at business meetings shall be determined by a simple majority

of those present. Active members include all MINNREGS currently in good standing.

SECTION VIII. OFFICERS AND THEIR DUTIES

(a) Officers:

1. Chairman

2. Vice-Chairman

3. Secretary

4. Treasurer

(b) Duties

1) The Chairman shall:

Conduct meetings of the MINNREG Association; perform duties customarily

associated with the Chairmanship; serve as Chairman of the Board of Directors; appoint

standing committees and others needed to fulfill chairmans duties; monitor the progress

of committees and individuals in their areas of responsibility; be empowered to appoint

the sergeant(s) at arms and require the secretary to provide the sergeant(s) at arms with

a current membership status list. Chairman may appoint an assistant secretary to assist

in administrative duties as deemed necessary.

2) The Vice Chairman shall:

At the request of the Chairman, or in the event of absence or disability, perform the

duties and possess and exercisethe powers of the chairman, and shall have such other

powers as the Board of Directors may determine.

3) The Secretary shall:

Keep an accurate record of all business transacted at each meeting; keep a record

of the membership as required by the Board of Directors; inform the Chairman, the Treasurer,

and the various committees of monies authorized for their use; issue statements; collect dues

to be placed in custody of the transfer; issue membership cards.

In addition, he shall: Serve as Secretary of the Board of Directors; keep the minutes of

Board meetings separate from records of general membership meetings and activities.

Minutes are to be kept indefinitely, other files for a period of five (5) years.

An assistant secretary may be appointed by the Chairman and approved by simple

majority vote of the Board of Directors to assist in administrative duties as deemed necessary.

4) The Treasurer shall:

Be appointed by a simple majority vote of the Board of Directors by December 31 each

year; receive all monies belonging to the Association, and shall deposit such funds and securities

with the bank (banks) or other depositories designated by the Board of Directors in the name of

the MINNREG Association; maintain financial records of the Association; arrange for the annual

financial audit of the Association's books. Shall draw and sign all checks. In the treasurers' absence,

a Board appointed member is empowered to so act. Shall be prepared to give a statement on

receipts and disbursements at any regular meeting, to furnish a financial statement to the Board.

Shall receive dues for membership. The Treasurer shall process all required Corporation paperwork.

SECTION IX. BOARD OF DIRECTORS

(a) The Board of Directors shall consist of the last five (5) most recent past Chairmen available,

(retired or active and willing to serve), Chairperson of the Retirees, and Chairperson of the

Honeybelles, two (2) members elected from the membership-at-large and the duly elected officers

during their term of office. The Chairman, Vice-Chairman, Secretary and appointed Treasurer of the

Association shall be respectively the Chairman, Vice-Chairman, Secretary and Treasurer of the

Board of Directors. The Board shall submit a budget for approval of the Association within 60 days

after the annual meeting or after adoption of this section of the By-Laws, covering all contemplated

expenditure of funds for the year. Expenditures are not to be made until the budget has been

approved by the Association; Provided that the Board is empowered to make expenditures,

prior to the approval of the Budget not to exceed fifteen percent (15) of the expenditures of the

previous year. It shall be the duty of the board to approve the budgets of all standing committees.

The Board is empowered to transfer allotted funds between individual committee budgets.

The Board may authorize any special expenditures necessary to the operation of the Association

provided these expenditures do not exceed the funds available to the Association. Vouchers for

the expenditure of funds authorized by the Board specifically allotted to standing committees of the

Association shall be signed by the Chairman of the respective committee. The Board of Directors

shall approve all applications for membership in accordance with Section III. The Board shall award

life membership as outlined in Section V. The Board shall act on suspension from and reinstatement

to membership in accordance with Sections IV and VI of the By-Laws. It shall be their duty to interpret

the By-Laws and set up policies and procedures for guidance of the officers in accordance with the

By-Laws. The Board may fill vacancies in elective offices of the Association. A majority of the Board

of Directors will constitute a quorum except as previously provided for the approval of application for

membership.

(b) Resignation - Any Director may resign at any time by giving written notice of such resignation

to the Secretary.

of the Directors.

(d) A meeting of the Board of Directors shall be held prior to each General Meeting whenever

necessary.

A Board meeting must be called by either the Chairman or Vice-Chairman upon written

request of any Director.

(e) Power - All the corporate powers, except such as are otherwise provided for in these by-laws,

shall be and are hereby vested in and shall be exercised by the Board of Directors.

SECTION X. STANDING COMMITTEES

The following standing committees shall be appointed by the Chairman for the period of one (1) year:

Membership

Fund Raising

Sports and Recreation

Facilities

Security of the Building

Others as deemed necessary by the Chairman

The Chairman shall appoint the chairman of each committee for a term of one (1) year, or in the event

of a vacancy for the unexpired term. It shall be the duty of the Chairman of each committee to appoint

the other members of his committee.

The nominating committee must be appointed at least thirty (30) days prior to the October meeting.

SECTION XI. REFERENDUM

Proposals for amendments and additions to these Rules must be made in writing and read at a regular

Association meeting, and cannot be voted upon until the next regular meeting where a quorum exists.

A two-thirds majority of those present at such meeting shall be required to adopt such amendments

and additions. All changes to the Constitution and By-Laws shall be by secret ballot.

SECTION XII. ORDER OF BUSINESS

The proceeding's of meetings of the members and Board of Directors of the Organization shall be

governed by and conducted in accordance with Robert's Rules of Order.

APPROVED:__________________________

Joe Abrahamson, Chairperson 2006

SIGNED:

ATTEST: ____________________________

Bryan Webb, SECRETARY, 2006

SIGNED: