Our Constitution

NORTHROP GRUMMAN
MANAGEMENT CLUB 

 August 22, 2019

CONTENTS 

ARTICLE                         

HISTORY OF THE CLUB

I.                      NAME AND OBJECTIVE

II.                     MEMBERSHIP

III.                    FISCAL YEAR

IV.                    OFFICERS

V.                     BOARD OF CONTROL

VI.                    ELECTION OF OFFICERS

VII.                   APPOINTED COMMITTEES & OTHER APPOINTED MEMBERS

VIII.                  MEETINGS OF THE GENERAL MEMBERSHIP 

IX.                    AMENDMENTS

X.                     BILL OF RIGHTS

XI.                    REVISION RECORD

History of the Northrop Grumman Management Club 

The founding of the Northrop Grumman Management Club occurred in 1946 when a number of Northrop foremen decided to form a club dedicated to promoting the spirit of good fellowship and cooperation among its members and to encourage the highest professional and ethical standards consistent with Northrop Grumman ideals. In addition, the Club was to serve as a forum for speakers on subjects related to management and aerosciences. That objective remains the same today, though in more complex and sophisticated times.        

Initially called the Northrop Foreman’s Club, the very first meeting was held on Friday, March 1, 1946, at 6:00 PM, at the Brentwood Country Club located at San Vicente and Burlingame in Santa Monica. Prospective members were urged to purchase their tickets by February 26, 1946. No price was given but it certainly made the guaranteed number of dinners easy to establish.       

The menu consisted of fresh Lobster Cocktail, a Chef’s Mixed Green Salad, a New York Steak, Potatoes Au Gratin, fresh vegetables, Sherbet and Coffee.        

The program consisted of a Business Meeting, and approval of the Constitution. After dinner, the following speakers were presented: Tony LeVier - Lockheed P-80 Test Pilot, Fred Trygg - Lockheed Works Manager, and James H. Quick - Aircraft Industries Inc.               

The Foreman’s Club Officers were:              

Over the past years, the Club grew in size and in activities.  Forums and Tours were splintered off, as was the Annual Dinner Dance into separate committees.  The first recorded Dinner Dance was held in 1973, at the Beverly Hilton and was themed “An Enchanted Evening”.  In 1982, the then Advanced Systems Division (ASD), later to become the B-2 Division, began forming their Club, based on the Aircraft Division’s Constitution, as had other Divisions before them.  An Election committee was formed and the first slate of Officers was put up for election in April 1983.  The results of the election of the B-2 Charter Officers were announced by Jim Henrich, -- Management Club Steering Committee Chairperson, on May 5, 1983 via memorandum GA-83-57.  The Officers were officially sworn in at the first general membership meeting on November 17, 1983 at the Industry Hills Sheraton and Resort Hotel.  The following individuals were installed by John Patierno – Division VP and General Manager, and witnessed by Thomas V. Jones – Northrop President and CEO, and many NAD and B-2 Club Members.   

(This group served for two years, setting the precedent for two-year terms.)

Other key members included Ed Halloran, Oliver “Bud” Larsen, Dick Colyar, Jim Henrich and other NAD past presidents such as Ray McLaren.  One more significant part of NGC Management Club had begun.

With this edition of the Constitution, the Northrop Grumman Management Club continues to follow the same basic objectives of our predecessors, which we trust will continue for as long as the Northrop Grumman Corporation exists.

THE CONSTITUTION OF 

THE NORTHROP GRUMMAN MANAGEMENT CLUB

ARTICLE I - NAME AND OBJECTIVE              

SEC. 1. The organization shall be named ‘The Northrop Grumman Management Club’, hereinafter referred to as the ‘Club’.

SEC. 2. This Club is a non-profit organization dedicated to promoting the spirit of good fellowship and cooperation among its members and to encourage the highest professional and ethical standards consistent with Northrop Grumman values.

SEC. 3. This Club shall also financially support and promote member involvement in community service activities.  Involvement includes both independent individual efforts and efforts in support of Northrop Grumman sponsored activities.

ARTICLE II - MEMBERSHIP

SEC. 1 Northrop Grumman Corporation employees are eligible for membership in the Club, if they meet the minimum requirements as shown below in Table 1.

TABLE 1.  Membership Classification 

Northrop Grumman’s harmonized job titles, implemented November 19, 2018, eliminated the numerical level at the end of current titles and replace it with one of the following detailed descriptors at the beginning: associate, principal, senior principal, staff, senior staff, consulting and NG Fellow (see chart). For example, a former Engineer Systems 4 will now be a Senior Principal Engineer Systems.

a. Any preexisting member of the Club whose business area is divested by Northrop Grumman Corporation, shall, upon request, be eligible to continue membership with the Club.  These members shall be referred to as heritage members.  No business conflicts of interest are allowed and they must pay their Club membership dues annually. 

SEC. 2. A member whose classification or job function changes during the Club Fiscal year (Article III) so that the member would not be eligible for membership shall nevertheless continue as a member for the remainder of the fiscal year, but shall be ineligible for election to office or appointment to any standing committee. The member may, however, remain an officer or continue serving on a committee for the remainder of the Club Fiscal year.

SEC. 3. A qualified Northrop Grumman employee membership applicant shall become a member of the Club in good standing by:

a. Authorizing the bi-weekly payroll deductions for Club membership dues established by the Board of Control (BOC).

b. The completed application or authorizing electronic e-mail form for participation in the Payroll Deduction Plan shall be submitted to the Chairperson of the Membership Committee, and/or Payroll Department for processing. The form requires the applicants’ signature. The new member is also added to the Club’s electronic distribution list for various Club communications including but not limited to dinner meetings.   

c. For qualified heritage employees of companies once belonging to the Northrop Grumman Corporation, dues are paid by check made payable to the NG Management Club - Los Angeles and submitted to the Membership Committee Chairperson and/or the Club Treasurer.  Payment should be for 12 months in duration and are due May 1st of each year.

SEC. 4. The membership term shall coincide with the Club Fiscal year-Article III Sec. 1.

SEC. 5. Any retired member, who was a dues paying member of the Club at the time of retirement, shall be entitled to Lifetime Membership in the Club, entitling them to notification and the ability to participate in certain Club activities at the offered price.  The cost of a specific event will be determined by the applicable committee in accordance with the allocated budget, as will be special additional event fees such as the Dinner Dance, and will be paid by the retiree at the time of the event.

a. Any active member, who enters layoff status and subsequently retires from Northrop Grumman while on layoff status, will be eligible to become a Lifetime Member of the Club.  It is the responsibility of the member to notify the Club of his/her status, at all times. 

SEC. 6. To promote goodwill and a better working relationships, the Club President or Site Vice Presidents may invite an employee of another company that interfaces with Northrop Grumman, to participate as a guest at Club events.

ARTICLE III - FISCAL YEAR

SEC. 1. The Club Fiscal year is May 1st to April 30th of the next year and the state and federal income taxes are prepared to reflect this fiscal year timeframe. Completed federal and state income taxes are due by September 15 to the IRS & the Franchise Tax Board respectively.  Note:  The founding date of the original Club for record purposes shall be 3/1/1946 with R.A. (Bob) Phillips as President.

ARTICLE IV - OFFICERS

SEC. 1. The elected Officers (Executive Board of Control) of the Club shall be a President, Site Vice Presidents (2) - Los Angeles Area and Antelope Valley Area, a Secretary, a Treasurer, and a Sergeant at Arms.

SEC. 2. The President (or designee) shall preside and chair at all meetings of the Club and of the Board of Control, and shall appoint Chairpersons to all special committees except the Nominating Committee. The President shall participate in all activities involving the obligation of Club funds by dispensing advice, counsel, or direction to the appropriate Site Vice President and respective Chairpersons if affected.  The Budget Planning Committee, Parliamentarian, Charter and Policies and Retiree committee chairpersons fall under the jurisdiction of the President.  In addition, the President shall have discretionary spending as determined by a line item in the budget.  The President shall also retain the right to initiate a vote requiring only the participation of the Executive Board of Control. 

SEC. 3. A Site Vice President, in the absence of the President, shall perform the duties of that office. In the event that the office of the President is vacated during the term of office, the existing Site Vice President who has the largest number of Club members in their region (Los Angeles or Antelope Valley) shall fill said vacancy for the remainder of the term, and a new Site Vice President shall be appointed by the new President. All Site Vice Presidents shall be responsible for the activities of the Programs, Forums and Tours, and Publicity committees.

SEC. 4. The Secretary shall be present at all meetings of the Club, the Board of Control, and the Executive BOC; shall keep the minutes of all organizational meetings; and shall perform any other duties pertaining to the office as may be designated by the Club or the Board of Control. The Secretary shall also be responsible for the activities of the Membership and Personnel Recognition Committees.

SEC. 5. The Treasurer shall receive all Club monies which shall be deposited to the credit of the Club in a US Government insured banking institution as selected by the Board of Control. The Treasurer and Budget Committee chairperson, together with the two most recent active Past Presidents, and any other elected officers so designated by the President, shall compromise a budget committee to develop a current fiscal year budget for the management of Club finances. The budget and any additional expenditures or changes thereto shall be approved by the Board of Control. The Treasurer shall sign all Club checks for approved expenditures within the approved budget before having them countersigned by the President and shall keep records of all receipts and approved expenditures within the approved budget. These records shall at all times be open to examination by the Board of Control. The Treasurer shall make such reports as required or requested by the Board of Control and is responsible for the Tickets, Raffles and Prizes, and Community Involvement Committees. The Treasurer prepares and signs the Club’s income taxes. The Treasurer obtains qualified independent review of the Club’s records and prepared tax returns prior to submittal.

SEC. 6. The Sergeant at Arms shall maintain order at all special and regular meetings. The Sergeant at Arms is also responsible for the activities of the Historian, Facilities and Security committee.  The Sergeant at Arms is responsible for the inventory and security of club assets.

ARTICLE V - BOARD OF CONTROL

SEC. 1. The Board of Control (BOC) shall consist of all officers of the Club and all Standing Committee Chair and Co-Chairpersons, plus the Past Presidents of the preceding two terms.

SEC. 2. One third of the voting BOC members shall constitute a quorum.  The Board of Control shall exercise the general management of the affairs, funds, and records of the Club and shall possess all express or implied powers and duties conferred or imposed upon them elsewhere in the Bylaws which are not specifically conferred or imposed upon others.

A voting member of the BOC is defined as an officer of the Club and all standing committee chairpersons, or co-chair, when the chairperson is not available.

SEC. 3. All Officers of the preceding term year shall sit in an advisory capacity at the first meeting of the newly elected Board of Control. Meetings shall be conducted in accordance with Robert’s Rules of Order as a guide.

SEC. 4. Meetings shall be called at the direction of the President, or in the President’s absence, by direction of a Site Vice President.

SEC. 5. If at any meeting no quorum is present, the meeting shall occur but issues shall not be voted on. 

SEC. 6. The Board of Control shall establish annual membership dues which shall cover a minimum of all four (4) Dinner Meetings, programs, projects, events or operating costs of the Club as authorized by the Board or mandated by Constitution.

ARTICLE VI - ELECTION OF OFFICERS

SEC. 1. The officers of the Club shall be elected by a majority of the votes cast by the members via electronic ballot. At least thirty days prior to each annual installation meeting, the Nominating Committee shall be chaired by the past president from the preceding term and the past president shall appoint three (3) to five (5) active club members to serve on the Nominating Committee. The selected Nominating Committee members must provide representation from each site.  It shall be the duty of the Nominating Committee, where possible, to nominate not less than two members for each elected office. Electronic Ballots shall contain the names, photo and bios of the persons nominated by the committee for each office.

SEC. 2. In the event that any office, except the President, is vacated before the end of the Club year, the President, with the concurrence of the majority of the Board of Control, shall make an appointment to fill the office and announce the appointment at the next Dinner Meeting.

SEC. 3. The following members shall not be eligible for election to office:

a. Retired Members

b. Members with less than six (6) months membership.

c. Heritage members

SEC. 4. Tenure of Office shall be for two years for the offices of President, Vice President, Treasurer, Secretary and Sergeant of Arms.  An elected officer may hold the same elective office for two (2) consecutive terms.  The Nominating Committee shall recommend to the Board of Control, any allowance for an officer to run for an additional term.  Upon the Nominating Committee’s recommendation, the Board of Control shall determine by majority vote whether an officer may run for an additional term.

Should an officer retire from Northrop Grumman Corporation prior to the end of his/her Tenure of Office, he/she shall no longer be eligible to serve as an officer.  In the event the President retires, a replacement shall be selected in accordance with Article IV, Sec. 3.  In the event an officer other than the President retires, a replacement shall be selected in accordance with Article VI, Sec. 2.

SEC. 5. Site Vice Presidents shall be elected by only those members from their sites (except as noted in Article IV, Section 3).

SEC. 6. The Board of Control has the authority to determine whether additional Northrop Grumman work sites within California warrant a Site Vice president to represent that work site on the Board.  Circumstances to be evaluated as to applicability of adding a Site Vice president are:  number of eligible Club member employees, significance of the activity at the site, and other pertinent data associated with the site’s activities.

ARTICLE VII - APPOINTED COMMITTEES & OTHER APPOINTED MEMBERS

SEC. 1 Committees.  The standing Committees that make up the BOC shall be as follows:

Plus Ad Hoc committees that may be needed to be appointed to handle special events, but are not considered a voting committee on the BOC.      

The Executive BOC shall consist of the elected officers plus the immediate Past President, and shall provide formal guidance to the Club Board of Control. The Executive BOC shall be presided over by the President, and the Club Secretary shall record all activities. 

The Executive BOC shall hold its initial meeting within ten (10) business days after being elected to office for the purpose of selecting various committee chairpersons and other appointees to the Board of Control. All officers of the preceding term shall sit in an advisory capacity at the first Executive BOC meeting to assist in developing an agenda for the first Board of Control meeting, and include those items discussed during the executive meeting.

SEC. 2. Chairpersons.  The President with the advice of the elected Officers shall appoint all Chairpersons of standing committees.  Each chairperson so appointed may, with the advice and consent of the President and other elected officers, select a member of the Club as Co-Chairperson to serve on the Board of Control, and select other members of the Club to serve as committee members as needed.             

SEC. 3. Budget.  The Budget Committee is responsible for developing a current fiscal year budget for the management of Club finances. The budget and any additional expenditures or changes thereto shall be approved by the Board of Control.

The Budget Committee will consist of the Chairperson, who presides at all Budget Committee meetings, President, Treasurer, the two most recent active Past Presidents, and any other elected officers so designated by the President.

SEC. 4. Charters and Policy. The membership of the Charters and Policy Committee shall consist of the last two active Past Presidents of the Club along with all Past Presidents serving as advisory members. The responsibilities of this Committee are to approve and issue Charter and Constitution changes requested by outlying facilities of the Club, and to review and make recommendations on all questions of policy.  The Committee shall also be responsible for reviewing the Club’s Constitution for errors, updates and changes as required. 

SEC. 5. Programs, Forums and Tours. The Programs, Forums and Tours Committee is responsible for arrangements pertaining to entertainment, speakers, or groups for regular meetings or special events.  Oversight activities associated with the creation, production and distribution of flyers will be the responsibility of this Committee.  The Programs, Forums and Tours committee shall develop educational and informational programs of benefit to Club members, their guests, and non-member employees. They are to include industrial tours and educational or informational speakers and presentations.

SEC. 6. Publicity.  This Committee is responsible for the publicity of all Club events, including electronic distribution lists, communications and printed media.

SEC. 7. Facilities and Security. The Facilities and Security Committee shall have the responsibility for physical arrangements and security regarding meeting places and all necessary equipment to conduct meetings and other programs.

SEC. 8. Raffles and Prizes. The Raffle and Prizes Committee shall be responsible for handling attendance prizes, door prizes, and raffle prizes at Club meetings, including the procurement of prizes, selling of raffle tickets, and the conducting of all prize drawings. This Committee shall be responsible for obtaining other prizes and awards so designated by the Board of Control.

SEC. 9.  Historian. The Historian shall be responsible for storing and protecting historical data/archives/mementos/photographs and any other memorabilia relative to the club’s history and activities. All items shall be cataloged with a description of the item as well as its location. The Historian shall provide access to these items upon request by an Officer of the Club. Members wishing to view historical items should make their requests known in writing to a Club Officer.

SEC. 10. Membership. The Membership Committee shall be responsible for the maintenance of the membership distribution list, and shall conduct campaigns for new members.  The committee chairperson works closely with the Publicity chairperson and with Payroll and the Club Treasurer with respect to membership dues.

SEC. 11. Tickets. This Committee is responsible for greeting and checking in members (and guests when appropriate) and providing entrée tickets and parking validation (if required) at Club dinner meetings.    The Ticket Committee chairperson works closely with the: Publicity chairperson on dinner meeting communications; and the Facilities chairperson to finalize dinner meeting RSVPs/guarantee/attendance.

SEC. 12. Personnel Recognition. This committee shall appoint and arrange for greeters at all meetings, with particular emphasis on new members, guests, and retirees. It shall coordinate any special member recognition as directed by the Board of Control.

SEC. 13. Parliamentarian. The Parliamentarian shall be responsible for guiding the President, Officers, and the Board of Control in parliamentary procedure in accordance with Robert’s Rules of Order as a guide, interpreting Constitutional points, reviewing the Constitution and recommending changes for the Board of Control to consider.

SEC. 14. Community Involvement. The Community Involvement Committee shall be responsible for identifying and coordinating service activities that support the communities surrounding Northrop Grumman facilities in Southern California. Support consists of volunteer efforts as well as financial contributions. The Community Involvement activities must be selected, funded and approved by a vote of the Board of Control.

SEC. 15.  Retired Members.  The Retired Members Committee is responsible for representing Retired Management Club Members on the Board of Control.  The representative shall be a Retired Lifetime Management Club Member.  The representative will serve as a focal point for retired members and will be responsible to bring forth issues from retirees and by using various media, convey results and information to them.  Retiree representative shall interface with the Membership committee for the purpose of updating the Retiree Roster. 

SEC. 16. Online Media Chair.  The Online Media Chair is responsible for website general maintenance (the internal Northrop Grumman website and external www.mgmtclub.com website),including, but not limited to: current events on the first page, timely photo album updates, posting future events to the calendar, opportunities to community events, and ensuring information mailed to Club membership is loaded onto the website in a timely fashion following the mailing.  The Online Media Chair is also responsible for developing the officer online voting ballot to be e-mailed to active members in support of the Nominating Committee and election process.

ARTICLE VIII - MEETINGS OF THE GENERAL MEMBERSHIP

SEC. 1. Regular dinner meetings shall be held a minimum of four times a year, approximately every two to three months, as determined and scheduled by the Executive Board of Control. The Executive Board of Control shall coordinate specific agenda items, speakers, and meeting places and a calendar shall be published reflecting those dates.

SEC. 2. The Board of Control may also call “Special” BOC and/or General Membership meetings.  At least seven (7) days prior to the meeting date, the Secretary shall notify each member, with a written or E-mailed notice which will set forth the hour, day and place of such meeting, and the reason for calling a Special meeting. 

SEC. 3. Special topics can also be scheduled and presented to the Club membership during the regularly scheduled Dinner Meetings “Club Business” section of the meeting.  No less than fifteen (15) days notice shall be given to the membership if a special subject is to be presented at a Dinner Meeting.  If motions for action and/or a vote are to be taken regarding Club Business, a majority (51%) of the attendees, eligible to vote, will constitute a quorum, for making such decisions. 

SEC. 4. All meetings shall be conducted in accordance with the revised Robert’s Rules of Order, as a guide.

SEC. 5. Any action that may be taken at a meeting by written ballot, including the amendment of this Constitution, may be handled without a meeting by the use of E-mail ballots distributed to each of the active members of the Club.

ARTICLE IX - AMENDMENTS

SEC. 1. This constitution may be amended by an affirmative majority of the votes cast by the eligible members by written/Email/web-based ballot. 

The Board of Control may propose administrative changes to this Constitution. Administrative changes are limited in scope to matters which are not substantive to the goals, purpose, and/or execution of the Constitution of the Club. Examples of administrative changes include but are not limited to: correction of typographical errors; committee appointments - names and definition of duties; clarifications to existing articles when indicated.

A quorum of the Board of Control is required to approve any administrative change. Further, any proposed administrative change must be discussed at a preceding Board of control meeting and documented in the minutes of the meeting. The minutes shall describe the change and provide summaries of arguments in favor and opposed to the proposed change. The prior discussion and minutes shall allow adequate notification for Board of Control members so that they may cast an informed vote on any proposed administrative change.

SEC. 2. Amendments may be proposed at any general or Board meeting, but must be voted on after the prescribed notifications are given either the BOC or the General Membership.

SEC. 3. When action is to be taken at the regular dinner meeting, the purport of any proposed amendment to the constitution must be presented to the members in writing within fifteen (15) days prior to the regular dinner meeting wherein the amendment is to be considered for adoption.

ARTICLE X - BILL OF RIGHTS

SEC. 1. The spirit and intent of the Club’s constitution and business conduct absolutely prohibits discrimination and/or prejudice based on race, color, sex, age, national origin, sexual orientation, physical disability, religion or political preference.

SEC. 2. The right of free expression of thought, regardless of Company position, shall be rigidly maintained and views presented through the Club shall have no bearing on a member’s status within the Club.

SEC. 3. The Club shall in no way be considered a collective bargaining unit for its members, nor shall it be considered a forum to promote Company philosophies.

ARTICLE XI - REVISIONS TO THIS CONSTITUTION:

22 August 2019 – Changes Approved by the Board of Control meeting 22 August 2019 with a vote of approval

Changes to define the official name within the Constitution and the IRS documents from Northrop Management Club to Northrop Grumman Management Club. Change to include external website/domain name. Change to bill or rights/discrimination to clarify.  

27 April 2017 – Approved at Board of Control Meeting on 27 April 2017 with vote of approval.

Changes to define the Northrop Grumman Management Club from California Sites to Los Angeles Sites.  Change the title of the Webmaster to Online Media Chair.  Includes web-based ballot for constitution amendments.

23 April 2015 – Approved at Board of Control Meeting, unanimous vote for approval.

Changes are administrative/clean-up in nature.  Updated the job classification levels for eligibility to reflect the current NGC single job structure (see Article II, Sec. 1).  Clarified which Site Vice President takes over Club in the event the President leaves office prior to end of term (see Article IV, Sec. 3).  Clarified what happens when an officer retires while in office (Article VI, Sec. 4). 

16 April 2008 – Passed by majority club member vote. 

Article VI -- Election of Officers. 

SEC. 4 Tenure of Office shall be for two years for the offices of President, Vice President, Treasurer, Secretary and Sergeant at Arms.  An elected officer may hold the same elective office for two (2) consecutive terms.  The Nominating Committee shall recommend to the Board of Control, any allowance for an officer to run for an additional term.

30 January 2008 -- Administratively reviewed and updated for elimination of correspondence by US Mail or intercompany mailings.   Amended to update and include all Northrop Grumman sector membership requirements.  Amended to define BOC voting member and the Budget and Webmaster Committees.  Amended to clearly define majority consensus for election of officers and constitution amendments. 

01 December 2001 – Administratively reviewed and updated the entire Constitution.  Added membership opportunities to wider segment of Northrop Grumman Corporation employees as a result of changes in payroll job levels and inclusion of other companies’ qualified employees given certain specific relationships with the Northrop Grumman Corporation activities in California.

19 October 1999  – Added Section 5a., allowing laid-off members to become lifetime members after retirement.  Established a Retiree Committee, Article VII, Section 16. 

22 January 1999 – Revised Executive Officers structure, eliminating reference to President Pro Tem and re-creating the position of President. Set membership threshold for the election of Night Shift Vice President..

28 January 1998 – Placed the Constitution on the Northrop Grumman Intranet. Added Community Involvement Committee - Article 7, Section 15.

01 April 1996 – Re-did the entire Constitution and established a section covering the B-2 and Military Aircraft Division Management Club combining transition in 1996 - 1997.

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