ARTICLE I – Mission

The National Chrysler Retirement Organization is open to Chrysler non-union retirees and future retirees, as defined in Article II, Section 7, and has the following mission:

1. Protect pension and other benefits

2. Inform, Educate, and Communicate

3. Support American workers, jobs, and products

4. Build camaraderie and fellowship

The NCRO establishes lines of communication and works with other individuals, organizations, the press, the public, and with all levels of the government in pursuing these objectives. The NCRO also allows other individuals to become supporting members of the NCRO organization if they support our mission.

Section 1. Directorship. The Organization is organized upon a directorship basis. The property business and affairs of the Organization will be managed by its Board of Directors, (sometimes referred to herein as “the Directors” and individual members are sometimes referred to herein as “Director”).

Section 2. Number, Criteria, and Term of Office. The Board of Directors of this Organization will consist of not less than three persons and no more than fifteen persons, as determined by the Board of Directors. Each member of the Board of Directors must be a retiree member as described in Article II Section 7 below and will serve until his or her resignation or removal.

Each member of the Board of Directors must be a regular member of the Organization (Article II, Section 7) and will serve until his or her resignation or removal.

Members of the Board of Directors guide the Organization, are involved in advocacy actions/projects, but are not necessarily involved in the day-to-day decisions and activities. Criteria to be a member of the Board of Directors are as follows:

+ Visionary and strategic;

+ Committed to the National Chrysler Retirement Organization mission;

+ Involved in grassroots legislative efforts in his/her own state;

+ May represent specific areas or subgroups (i.e., Florida, women, etc.)

+ All officers (President, Vice Presidents, Secretary and Treasurer) will be members of the Board of Directors.

Each member of the Board of Directors must be a regular member of the Organization (Article II, Section 7) and will serve until his or her resignation or removal.

Section 3. Resignation, Removal and Vacancies. A Director may resign by written notice to the Organization. The resignation will be effective upon its receipt by the Organization or a subsequent time as set forth in the notice of resignation. A Director may be removed, either with or without cause, by the Directors then in office, as described in Article II, Section 2.

If a vacancy has occurred among the members of the Board as a result of death, resignation, removal, or otherwise, the vacancy may be filled by the affirmative vote of the remaining Directors, as described in Article II, Section 2.

Section 4. General Powers as to Negotiable Paper. The Board of Directors may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of the Organization.

Section 5. Powers as to Other Documents. All material contracts, conveyances and other instruments may be executed on behalf of the Organization by either the President or any Vice President, and, if necessary, attested by the Secretary or the Treasurer.

Section 6. Compensation. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director. The Treasurer will set up a reimbursement procedure that will be approved by the Board of Directors.

Section 7. Members. Non-union retirees and future retirees, (their spouses and surviving spouses), of Chrysler LLC, or its predecessors or successors, or any subsidiary whose pensions and or benefits are funded, controlled or administered by Chrysler LLC or its predecessors and successors, are eligible to be regular members of the National Chrysler Retirement Organization, providing they support the mission and pay the membership fee and annual dues, as set by the Board of Directors.

Section 8. Supporting Members. Supporting members are other individuals (including spouses and surviving spouses) who support the mission and contribute financially to the organization. Supporting members cannot be on the Board.

Section 1. Conducting Business. Business will be conducted by email, phone, mail, and/or meetings. Any Board of Director member may submit material for information and discussion.

Section 2. Consensus and Votes. The preferred method of conducting business is to discuss an issue and work out a compromise where there is consensus (general agreement of all) on a direction. If consensus cannot be reached and a vote is required, a motion is made and 5 days are allowed for a second, discussion, and a vote. The decision will be a majority rule, based those Board members who vote.

Section 3. Business. There are three types of business – annual business, regular business, and special business.

The annual business of the Directors of the Organization will be conducted between January and April of each year, for the purpose of electing Directors and officers for the ensuing year and for the transaction of other business properly brought before the Board.

Regular business of the Board of Directors may be conducted without notice if the time and place (if a meeting) of conducting business has been determined by resolution of the Board.

Special business of the Directors may be conducted by the President. Also, if two or more Directors request, special business may also be initiated. Any request for a special business by the Directors must state the purpose or purposes of the proposed business. Any material requiring a vote will be sent out by one of the Officers.

Section 4. Notice of Meeting. Except as otherwise provided by these Bylaws, written notice containing the time and place of all meetings of the Board of Directors will be given either personally or by email/mail to each Director not less than ten days before a regular meeting and not less than two days before a special meeting. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting.

Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 5. Quorum and Voting. A majority of all the Directors will constitute a quorum at any meeting. Consensus and voting are in Section 2 above.

Section 6. Conduct at Meetings. Meetings of the Directors will be presided over by the President. The Secretary of the Organization or, in their absence, a person chosen at the meeting will act as Secretary of the meeting.

Section 8. Telephonic Conferences. A Director may participate in a meeting of Directors by conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 1. Election or Appointment. The Board of Directors will elect officers (President, a Vice-President, a Secretary and a Treasurer of the Organization) at the annual meeting and may elect assistant officers for each position. The Directors may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Organization.

Section 2. Term of Office. The term of offices will be 2 years. The term of office of all officers will commence upon their election or appointment. Terms will be “staggered” to provide continuity and will continue until the next or following annual meeting of the Organization and until their respective successors are chosen or until their resignation or removal. The same person may hold and be reelected to office and may hold any two or more offices, but no officer will execute, acknowledge or verify any instrument in more than one capacity. Any officer may be removed from office at any meeting of the Directors, with or without cause, by the affirmative vote of the Directors then in office (Article II, Section 2), whenever in their judgment the best interest of the Organization will be served.

An officer may resign by written notice to the Organization. The resignation will be effective upon its receipt by the Organization or at a subsequent time specified in the notice of the resignation.

Section 3. Compensation. Any officer who is an employee of the Organization will receive reasonable compensation for his or her services as fixed by the Board of Directors.

Section 4. The President. The President will be the chief executive officer of the Organization and will have general and active management of the activities of the Organization. The President will see that all orders and resolutions of the Board of Directors are carried into effect. The President will execute all authorized conveyances, contracts or other obligations in the name of the Organization except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person. The President will preside at meetings of the Directors and in his or her absence, the Directors present at the meeting will designate another presiding officer.

Section 5. Vice President. The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.

Section 6. The Secretary. The Secretary will attend all meetings of the Board of Directors and record the minutes of all proceedings in a book to be kept for that purpose. The Secretary will also document all other decisions made and keep them in the book. The Secretary will give or cause to be given notice of all meetings of the Board of Directors for which notice may be required and will perform any other duties prescribed by the Directors.

Section 7. The Treasurer. The Treasurer will oversee the financial activities of the Organization. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Board of Directors. All books, papers, vouchers, money and other property of whatever kind belonging to the Organization which are in the Treasurer’s possession or under his or her control will be returned to the Organization at the time of his or her death, resignation or removal from office.

Section 8. Assistant Officers. The assistant officers, in the absence of any officer, will perform the duties and exercise the powers of that officer, and will perform any other duties prescribed by the Board of Directors.

Section 1. Executive Committee. The Board of Directors may establish an Executive Committee consisting of five or more members of the Board. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Organization between meetings of the Board of Directors, except that such Executive Committee will not have power or authority to:

(a) Amend the Articles of Incorporation;

(b) Adopt an agreement of merger or consolidation;

(c) Approve the sale, lease or exchange of all or substantially all of the Organization’s property and assets;

(d) Approve the dissolution of the Organization or a revocation of dissolution;

(e) Amend the Bylaws of the Organization;

(f) Fill vacancies on the Board; or

(g) Fix compensation of the Directors for serving on the board or on a committee.

Section 2. Other Committees. The Board of Directors may designate other committees as deemed appropriate. The committees will have the authority as delegated to them by the Board of Directors.

Section 3. Procedure. All committees, and each member thereof, will serve at the pleasure of the Board of Directors. The Board of Directors will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence of any committee. Regular or special business of any committee may be held in the same manner provided in these Bylaws for business of the Board of Directors, and a majority of any committee will constitute a quorum at the meeting.

Section 1. Indemnification. The Organization will, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Organization (and, to the extent provided in a resolution of the Board of Directors or by contract, may indemnify any volunteer, employee or agent of the Organization) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that the person is or was a Director, officer, volunteer, employee or agent of the Organization, or is or was serving at the request of the Organization as a director, trustee, officer, partner, volunteer, employee or agent of another organization, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys’ fees (which expenses may be paid by the Organization in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Organization, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

Section 2. Rights to Continue. This indemnification will continue as to a person who has ceased to be a Director or officer of the Organization. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Organization to the extent provided in a resolution of the Board of Directors or in any contract between the Organization and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, volunteer, employee or agent of the Organization will inure to the benefit of the heirs and personal representatives of that person.

Section 1. Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Organization, or when a member of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Directors and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officer or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.

Section 2. Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered and used as a basis for making the decision.

Section 3. Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.

Section 4: Added Conflict of Interest. The foregoing requirements are supplemented by the IRS Conflict of Interest statement attached to these bylaws and incorporated in these bylaws.

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Definitions

1. Interested Person

Any director, principal officer, or member of a committee with Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings

The minutes of the Board of Directors and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceeding.

Compensation

a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Annual Statements

Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

Section 1. Fiscal Year. The fiscal year of the Organization will end on the last day of December.

Section 2. Amendments. These Bylaws may be approved, amended or repealed by the affirmative vote of the Directors (Article III, Section 2) of the Organization then in office.

APPROVAL BY BOARD

Original Bylaws approved – 6-12-08 by vote of 6 yes, 0 no.

Revisions to Bylaws 12-08:

1. Add the Mission as Article I, and renumber other articles.

2. I, 2 – Added regular.

3. I,7 - Revised

4. I,8 – New

5. II, 2 - Reworded

Approved 12-10-08 by vote of 8 yes (Antilla, Austin, Dyrda, Golpe, Hummon, McGown, Samples (seconded), Sjoberg), 0 no.

3-10-09 Revision by a vote of 9 YES, 0 NO. – Article II, Section 2 amended to specify 15 as maximum Board size.

5-6-09 Revision by a vote of 9 YES and 0 NO. – Article III, Sections 7 & 8 clarified for spouses and surviving spouses.

11-18-09 Revision (Article II, Sections 4 and 5; Article V, Sections 1 and 2) by a vote of 10 YES (Anttila, Austin, Dyrda, Golpe, Kane, McKown, Phillips, Prout, Samples, Sjoberg), 0 NO. Amended to reflect that Board of Directors may establish an Executive Committee consisting of five or more members of the Board.

11-18-09 Revision re Board of Directors criteria (Article II, Section 2) by a vote of 11 YES (Anttila, Austin, Dyrda, Geach, Golpe, Kane, Koenigbauer, McKown, Prout, Samples, Sjoberg) and 1 NO (Phillips).

11-18-09:

(1) Revision to Article I, first sentence. Revision by Stan Hurst, legal counsel.

(2) Revision to Article II Section 7. Revision by Stan Hurst, legal counsel.

(3) Revision to Article II, Sections 1 and 2. Revisions by Stan Hurst, legal counsel.

NAME                                  DATE                                           POSITION

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AMENDMENTS: