Political Action Committee Bylaws


ARTICLE I

Name
 

The name of this association is the Dr Pepper Snapple PAC (“PAC”). The PAC may use the abbreviated name DPS PAC where permitted by law.

ARTICLE II

Form of Organization
 

The PAC is a voluntary, nonprofit, unincorporated association that has been formed by Dr Pepper Snapple Group, Inc, its subsidiaries and affiliates (“DPSG”) to carry out the purposes set forth in Article III below.

ARTICLE III

Purpose
 

The purpose of the PAC is to make financial contributions to qualified candidates for public office who support the needs of DPSG in a free enterprise system. The  PAC shall encourage its members and DPSG employees to maintain an awareness of legislative and political issues and candidates that affect both its membership and the company. The PAC may also provide programming or activities to educate and involve employees of DPSG in the political process.

ARTICLE IV

Powers
 

To achieve the purposes set forth in Article III, the PAC is empowered to solicit and accept voluntary contributions and to make expenditures, including contributions to candidates for public office, in accordance with applicable laws and regulations.  In addition, the PAC is empowered to do such other things, not inconsistent with these Bylaws and applicable laws and regulations, which may be necessary or desirable for the attainment of the purposes stated in Article III of these Bylaws.

ARTICLE V

Separate Segregated Fund
 

All contributions to the PAC shall be maintained as a separate, segregated fund, and all expenditures by the PAC in support of any candidate or political committee shall be made from such fund and from no other source.  All books, records, and accounts of the PAC shall be separate from those of DPSG.

ARTICLE VI

Principal Office and Address
 

The principal office of the PAC shall be maintained at 5301 Legacy Drive, Plano, Texas 75024.

ARTICLE VII

Section 1. The PAC Executive Committee will be the governing body of the PAC and shall consist of no more than nine (9) members.

Section  2. Subject to the approval of or direction by the PAC Executive Committee, the PAC Steering Committee shall be responsible for day to day administrative tasks associated with the operation of the PAC. The PAC Steering Committee shall consist of no more than fifteen (15) members.

Section  3. Any action required to be taken by the PAC Executive Committee may be taken without a meeting if a majority of its members consent to or ratify such action in writing or via electronic e-mail communications to the PAC Treasurer.

Section  4. The PAC Executive Committee is empowered to set basic policies with respect to expenditures to be made by the PAC.

Section  5. The PAC Executive Committee is empowered to remove any PAC officer, Executive Committee member or Steering Committee member by majority vote.

ARTICLE VIII

Contributions and Expenditures
 

Section  1. To the extent permitted by applicable law, the PAC is empowered to solicit employees and members of the Board of Directors of DPSG, and their families to make contributions to the PAC.  Subject to the foregoing restriction, the PAC Executive Committee is authorized to determine, in its discretion, when to solicit such employees, directors and their families, and whether such solicitations should be limited to certain groups or subgroups thereof, classes or subclasses thereof, or any combination of the foregoing as it may determine.

Section  2. All contributions to the PAC shall be voluntary, and no contribution to the PAC shall be solicited or secured by physical force, job discrimination or financial reprisal or threat thereof, or as a condition of employment by DPSG. In soliciting contributions to the PAC, the solicitor shall inform the person being solicited of the political purpose of the fund and of his or her right to refuse to contribute without any reprisal. In the event a guideline is suggested for contributions, the solicitor shall inform the person solicited that the guidelines are merely suggestions, that the person being solicited is free to contribute more or less than the guidelines suggest and that there will be neither favor nor disadvantage to anyone by reason of the amount of contribution or by reason of a decision not to contribute at all.

Membership in the PAC shall cease automatically upon cessation of employment with DPSG. Membership shall also cease when a change in job status would make a member ineligible based upon federal statutes, Federal Election Commission regulations, advisory opinions, or the discretion of the PAC Treasurer or PAC Executive Committee.

Section 3. To the extent otherwise authorized by the PAC Executive Committee, each contributor who is an executive or administrative employee, as those terms are defined under the Act, may make contributions by executing and delivering an authorization to withhold funds from his/her salary for remittance to the PAC. Such authorization may be revised and revoked by the contributor from time to time by notice in writing delivered or mailed to the PAC Treasurer and shall be revoked whenever the contributor requests such revocation.

Section 4. No contribution shall be accepted, and no contribution or expenditure shall be made, by or on behalf of the PAC at a time when there is a vacancy in the Offices of the Treasurer and Assistant Treasurer of the PAC.

Section 5. No member of the PAC or any contributor thereto shall have a right to share personally or otherwise in any funds or assets of the PAC, upon its dissolution or at any other time.

Section 6. The contribution or expenditure of any funds of the PAC shall be made pursuant to the determination of the Treasurer, or upon the Treasurer’s designation, the Assistant Treasurer.

Section 7. The Treasurer shall be notified in a timely manner of all contributions received by the PAC. No contributions shall be knowingly accepted in excess of limitations imposed by applicable laws and regulations. The PAC shall accept only contributions made by personal check or by means of payroll deduction for DPSG employee monthly compensation.  All contributions shall be deposited within the days of receipt as required by federal law.  All PAC funds shall be segregated from, and shall not be commingled with, any personal funds of officers, members or associates of the PAC or employees of DPSG or with any other funds from any source whatsoever.

Section 8. DPSG intends, to the extent permitted by applicable laws and regulations, to indemnify any Executive Committee or Steering Committee member or officer of the PAC who is made a party to or is threatened to be made a party to or in any manner involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a member, officer, or agent of the PAC, against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the PAC and with respect to any criminal action or proceeding had no reasonable cause to believe his/her conduct was unlawful.

Section 9. In determining how the PAC funds shall be distributed, the PAC Executive Committee shall solicit and consider, inter alia, the following factors:

  • The integrity of the candidate or political committee;
  • Whether the candidate holds or has held a leadership or policy shaping position in his or her party or an elective or appointive governmental position, or is likely to hold such a position in the future;
  • Whether the candidate has secured his or her party’s nomination for elective office;
  • The candidate’s position and/or voting record on issues involving the interests of DPSG or the business environment necessary for its success;
  • The nature and strength of the candidates’ prospects in an election;
  • Other sources of financial assistance available to the candidate; and
  • The merits of the political committee, organization, or issue.

ARTICLE IX

Officers
 

Section 1 . The officers of the PAC shall be a Treasurer and an Assistant Treasurer.

Section 2 . The Treasurer and the Assistant Treasurer shall be members of the PAC and shall be elected for a two-year period.  The dates of elections and the procedures governing them may be determined by the PAC Executive Committee.

    Each PAC Executive Committee member shall be appointed by the PAC Treasurer, be an employee of DPSG who is not a foreign national as that term is defined under the Act and a PAC member. Each PAC Executive Committee member shall continue to serve in the office until a successor is approved and qualified or until his/her earlier death, resignation, disqualification, or removal

Section 3. The Treasurer shall preside at all PAC meetings, and shall comply with applicable laws with respect to the duties of Treasurer of the PAC. The Treasurer shall also have the power to interpret and apply these Bylaws and to determine all functions, rights, and obligations of the PAC, the PAC Executive Committee, and the PAC Steering Committee under and in accordance with these Bylaws.

    The Treasurer shall preside at all meetings of the PAC Executive Committee.  In absence, the Assistant Treasurer shall preside.

    No less than once each calendar year, the Treasurer shall call to order a  PAC Executive Committee Meeting for the purpose of:

  • Electing new Executive Committee Members;
  • Approving an annual solicitation campaign
  • Approving a PAC Annual expenditure plan; and
  • Addressing any other matters deemed appropriate and necessary in accordance with these Bylaws and applicable laws and regulations

Section 4. The Treasurer shall be the Chief Financial Officer of the PAC, shall keep the financial and other records of the PAC, and shall comply with all applicable reporting requirements required by law with respect to his or her duties as Treasurer of the PAC. The Treasurer shall annually prepare the PAC expenditure plan for approval by the PAC Executive Committee.

Section 5. The Assistant Treasurer shall assume the duties and responsibilities of the Treasurer in the event of a temporary or permanent vacancy in the Office of the Treasurer or in the event that the Treasurer is unavailable.

ARTICLE X

Dissolution
 

Section 1. Although the duration of the PAC is to be perpetual, the PAC Executive Committee may dissolve the PAC at any time.

Section  2. Neither office of the PAC nor any contributor to the PAC has the right to share personally in any funds or assets of the PAC upon its dissolution, or at any other time, and upon any such dissolution, the Treasurer shall assure that all such funds are distributed in accordance with applicable laws and regulations.

Adopted this 15th day of January, 2012.
Elaine Nelson, Treasurer
Douglas Sinclair, Assistant Treasurer

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