| NORTHEASTERN CHEMICAL ASSOCIATION, INC. |
|
By-Laws
Article 1
Members
Section 1.01 ·
Designation of Members
The membership of NORTHEASTERN CHEMICAL ASSOCIATION, INC. (hereinafter called
“the Corporation”) shall consist of Active, Retired and Honorary
Members.
Section 1.02 ·
Eligibility for Active Membership
Any person of sound moral character who is directly involved in the marketing,
distribution, purchasing, manufacture and/or consumption of chemicals, or is
engaged in an allied industry or occupation that supports the chemical industry,
and whose offices or business interests are in the Northeastern section of the
United States or Eastern Canada shall be eligible for Active Membership in the
Corporation.
Section 1.03 ·
Admission of Active Members
Persons seeking Active Membership in the Corporation shall make application
on a standard application form which shall be signed by the applicant and submitted
to the Membership Committee of the Corporation. The Membership Committee shall
verify the completeness of the application forms and the qualifications of the
applicants and shall submit the list of applicants and its recommendations to
the Board of Directors of the Corporation which shall approve all applications.
Section 1.04 ·
Restriction of Total Number of Active Members
The total number of Active Members shall be limited to three hundred members.
Section 1.05 ·
Restriction on Numbers of Active Members Employee in any One Company
The total number of Active Members from any one company shall be limited to
four percent (4%) of the total membership of the Corporation. Upon the recommendation
of the Membership Committee of the Corporation to the Board of Directors, extra
consideration may be given to applicants from a company which has lost its only
Active Member due to death, retirement or transfer to a geographical area outside
the Northeastern United States or Eastern Canada. However, it shall be recognized
that Membership in the Corporation is one of the individuals and not of companies,
and that such applicants must otherwise fulfill all the eligibility and procedural
requirements for admission set forth in Article 1.
Section 1.06 ·
Reinstatement of Resigned Active Members
Any Active Member who resigned due to transfer from the Northeastern United
States and Eastern Canada may be immediately reinstated upon his return thereto
as an Active Member by application to and approval of the Board of Directors
at such time that the total Active Membership permits addition.
Section 1.07 ·
Eligibility for Honorary Membership
A person who has rendered outstanding service to the Corporation or performed
distinguished commercial service to the chemical industry shall be eligible
for Honorary Membership subject to the Board of Directors approval. Presidents
of the Corporation, upon the conclusion of their term as President, shall become
Honorary Members.
Section 1.09 ·
Admission for Retired Membership
Active Members shall be entitled to become Retired Members upon retirement from
active participation in the chemical industry and upon the payment of dues shall
retain all the rights and privileges of Active Membership in the Corporation.
Section 1.10 ·
Dues
The annual dues of Active Members and Retired Members who wish to retain all
rights and privileges of Active Membership, shall be fixed by the Board of Directors
on an annual basis. Such annual dues are payable in January of each year upon
presentation of a bill and shall be considered in arrears after the first day
in March of such year. Such sum is payable by newly admitted Active Members
upon presentation of a bill and shall be in arrears thirty days after such presentation.
Honorary Members shall not be subject to dues.
Section 1.11 ·
Expulsion of Members
Members may be expelled by a two-thirds affirmative vote of the Board of Directors
for misuse of privileges of Membership or conduct unbecoming a Member, failure
to pay dues, or failure to attend a minimum of one meeting per year.
Section 1.12 ·
Annual Meeting
The Annual Meeting of Members for the election of Directors and Officers and
the transaction of any other business that may come before the meeting shall
be held at such time and place either within or without the State of New York
as the Members or the Board of Directors shall determine and shall be set forth
in the notice of the meeting in the month of December of each year.
Section 1.13 ·
Quarterly Meeting
Three Quarterly Meetings of Members shall be held in addition to the Annual
Meeting during the months of March, June and September, respectively, for the
purpose of discussing the general affairs of the Corporation.
Section 1.14 ·
Special Meetings
Special Meetings of Members may be held for any purposes at any place as and
when called by (I) the President, (II) the Board of Directors, or (III) by request
of at least twenty Active Members. Any request by Members shall be made in writing
to the President and shall state the specific agendas for calling such Special
Meeting.
Section 1.15 ·
Quorum
A quorum at all meetings of Members shall consist of one-tenth of the total
number of Members entitled to vote who shall be present in person or by proxy.
If a quorum is lacking at any meeting, the Members present in person or by proxy
may adjourn the meeting to such time and place as they determine, and such meeting
may be held as so adjourned.
Section 1.16 ·
Notice
Unless waived as provided in Article VII of these By-Laws, written notice of
the place, date and hour, and (in the case of Special Meetings) of the purpose
or purpose of every meeting of Members shall be given personally or by mail
not less than ten (10) nor more then fifty (50) days before the date of the
meeting to each Member entitled to vote thereat. If given by mail, any such
notice shall be addressed to each Member or to such other address as it appears
on the Corporation’s record of Members or to such other address as the
Member shall have requested the Corresponding Secretary in writing to use for
such purpose. The Notice of every Special Meeting of Members shall indicate
the person or persons by whom or at whose direction the meeting was called.
By-Laws
Article II
Board of Directors
Section 2.01 · General Powers
The Corporation shall be managed by the Board of Directors.
Section 2.02 ·
Chairman
At the direction of the Board of Directors the President shall act as the Chairman
of the Board at all meetings of the Board of Directors.
Section 2.03 ·
Directors
Any member in good standing who retains the rights and privileges of Active
Membership in the Corporation shall be eligible for nomination to the Board
of Directors by the Nominating Committee in accordance with Section 4.04 of
these By-laws.
The total number of Directors will be such that the Board will be comprised
of a number not less than eight (8) nor more than thirteen (13). At no time
may a duly elected Board of Directors have more than three (3) of the total
Directors from any one company. In the event of a consolidation of companies,
a change of employment of a Director, or any other event that creates a violation
of the three member limitation, the President shall nominate a Director for
removal, which upon action in accordance with Section 2.04 below, will result
in the Board complying with the three member limitation.
The nominees for the open Board of Directors positions shall be presented for election at the Annual Meeting of Members or at a Special Meeting held in lieu thereof. Each person elected as a Director shall continue in office until the Annual Meeting of Members corresponding to the year his/her term epires or until his/her earlier death, resignation or removal in accordance with these By-Laws. In the event of any vacancy caused by death, resignation or removal of an Director, the Board of Directors may elect a person to fill such vacancy until the next Annual Meeting of Members or Special Meeting held in lieu thereof.
The maximum number of years which any individual can serve as Director shall be five (5) years, except that any years served while also an officer of the Corporation shall be additive. The initial term of service shall be three (3) years after which the individual may, at the recommendation of the nominating committee in accordance with Section 4.04 of these By-Laws, serve further one (1) year terms consecutive or in addition to the initial term.
Section 2.04 · Resignation and Removal of Directors
Any Director may be removed at any time, with or without cause and with or without
notice to him, by the vote of a majority of the Members entitled to vote at
a meeting of the Members. Any Director may be removed at any time, for cause,
by a vote of a majority of all the Directors at a meeting of the Board of Directors.
Any Director may resign at any time by given written notice to the Board of
Directors or to the Recording Secretary of the Corporation.
Section 2.05 ·
Meetings
The Board of Directors shall meet at least twice each year. The Annual Meeting
of the Board may be held without notice immediately preceding or following the
Annual Meeting of Members or Special Meetings held in lieu thereof, and at the
same place, or it may be held at such other time and place as may be designated
by a resolution adopted at such Annual Meeting or Special Meeting in lieu of
the Annual Meeting of Members. Any other meetings of the Board of Directors
shall be held at such times and places as the Board of Directors may designate
on fourteen (14) days with written notice of the place and time thereof given
or mailed to each Director.
Section 2.06 ·
Quorum-Voting
At all meetings of the Board of Directors, the presence of a majority of the
Directors shall constitute a quorum for the transaction of business, and except
as otherwise provided by law or these By-Laws, the act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 2.07 ·
Participation in Meetings by Conference Telephone
Members of the Board of Directors of any committee thereof may participate in
any meeting of the Board of Directors or of such committee by means of conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time, and such participation in
any such meeting shall constitute presence in person thereat.
Section 2.08 · Action without a Meeting
Any action required or permitted to be taken by the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board
of Directors or the committee consent in writing to the adoption of a resolution
authorizing such action. Any such resolution and the written consent thereto
by the Directors or the committee shall be logged with the Recording Secretary,
who shall cause the same to be filed in due chronological order with the minutes
of the Meetings of the Board of Directors or the Committee.
By-Laws
Article III
Officers
Section 3.01 ·
Election-Term
The Officers shall be elected at the Annual Meeting of the Members. Each officer
shall be elected to serve for a period of one year beginning on January 1 of
the year following the Annual Meeting at which such officer was elected, and
shall hold office until the next Annual Meeting and until his successor has
been elected and qualified. Any office may not be held by the same person for
more than two consecutive years. Any one or more officers may be members of
the Board of Directors, and shall have full voting rights. Not more than three
(3) officers shall be voting members of the Board of Directors at any given
time.
Section 3.02 ·
The President
The President shall be the chief executive officer, chairman of the Board of
Directors and general manager of the corporation. Subject to the direction of
the Board of Directors and Executive Committee, he, or she, shall have general
charge of the business, affairs and property of the corporation and general
supervision over its officers and agents. He, or she, shall preside at all meetings
of the Members.
Section 3.03 ·
The Vice President
The Vice President shall perform the duties and have the powers of the President
during his absence or disability or in the event of a vacancy in his office,
and shall have such other duties and powers as may from time to time be delegated
to him by the President or designated by the Board of Directors.
Section 3.04 ·
The Treasurer
The Treasurer shall be the chief financial officer of the Corporation. Subject
to the orders of the Board of Directors, the Treasurer shall have charge of
the financial affairs of the Corporation. He shall have the card and custody
of the funds, securities and valuable papers of the Corporation, shall keep
or cause to be kept under his supervision proper books of account for the Corporation,
and shall render such reports on the financial condition of the Corporation
as the President or the Board of Directors may from time to time require. He
shall have and perform such other powers and duties not inconsistent with these
By-Laws, as may from time to time be delegated to him by the President or designated
by the Board of Directors or as shall be customary to his office.
Section 3.05 ·
The Corresponding Secretary
The Corresponding Secretary shall prepare and issue all notice of all meetings
which shall include timely news items of the Corporation and its Membership.
He shall procure the stationery for the Corporation, conduct all general correspondence,
shall maintain an accurate and current record of Membership, shall be responsible
for all publicity concerning the Corporation, and shall have such other duties
and powers, not inconsistent with these By-Laws, as may from time to time be
delegated to him by the President or Board of Directors or as shall be customary
to his office.
Section 3.06 ·
The Recording Secretary
The Secretary shall record or file in a permanent book or books to be kept in
his custody minutes of all Meetings of the Members, the Board of Directors and
any standing committee of the Board of Directors and all original signed consents
of Members, the Board of Directors, the Board of Governors and any committee.
He shall have custody of the corporate seal and of the records of the Corporation
other than the books of account, and shall have such other duties and powers,
not inconsistent with these By-Laws, as may from time to time be delegated to
him by the President or designated by the Board of Directors or as shall be
customary to his office.
Section 3.07 ·
Other Officers
The Board of Directors may create additional officer positions, including one
or more assistant officers as it deems necessary or desirable.
Section 3.08 ·
Executive Committee
The officers shall as a group constitute the Executive Committee.
Section 3.09 ·
Resignation and Removal of Officers
The Executive Committee shall have the authority to elect a person to fill any
vacancies created by death, resignation, or removal of any officer until the
next Annual Meeting of Members or Special Meeting held in lieu thereof.
By-Laws
Article IV
Committees
Section 4.01 ·
Membership Committee-Appointment & Powers
The President of the Corporation with the consent of the Board of Directors
by resolution adopted by a majority of its Members shall appoint a Membership
Committee and designate a chairman, to serve at the pleasure of the Board of
Directors. The Membership Chairman may designate committee members with the
consent of the Board of Directors. The Membership Committee shall receive all
applications for Membership and shall verify their completeness and the qualifications
of the applicants. It shall submit a list of applicants with its recommendations
to the Board of Directors for consideration.
Section 4.02 ·
Other Committees
The President of the Corporation may with the consent of the Board of Directors
by resolution adopted by a majority of its Members, appoint other committees
and designate a chairman for each committee to serve at the pleasure of the
Board of Directors, and to have such delegable powers and duties as shall be
confinded thereon by the Board of Directors. Each committee chairman may designate
committee members with the consent of the Board of Directors.
Section 4.03 ·
Limitation of Authority
Notwithstanding the foregoing, no committee shall have authority with respect
to (I) the submission of Members of any action requiring approval, (II) the
filling of vacancies in the Board of Directors or in a committee, (III) the
fixing of compensation of the Directors for serving on the Board of Directors
or on any committee, (IV) the amendment or repeal of any resolution of the Board
of Directors which by its terms shall not be so amendable or repealable.
Section 4.04 ·
Nominating Committee
The President of the Corporation shall appoint a chairman and one member of
a Nominating Committee which shall prepare a list of nominees to fill the positions
of officers and board members for the following calendar year. The list shall
be presented at the Annual Meeting and voted upon according to articles 1.12,
2.03, and 3.01. The chairman of the Nominating Committee will appoint two additional
members of the Nominating Committee. No member of the Nominating Committee will
be either a current officer of the Corporation, or a board member eligible for
reelection according to article 2.03, but may be a former board member or officer,
or a current member who is not eligible for reelection.
By-Laws
Article VI
Amendments
Section 6.01 ·
Nominating Committee
These By-Laws may be amended or repealed and new By-Laws may be amended by a
two-thirds vote of all members of the Board of Directors.
Section 6.02 ·
Board of Governors (Article V)
By majority vote taken at the Annual Meeting of the Board of Directors held
on December 15, 1983, Article V “Board of Governors” has been repealed
and no replacement article has been recommended.
Section 6.03 ·
Endowment Gift Agreement in Memory of George A. Abood (Article VIII)
By majority vote taken at the Annual Meeting of the Board of Directors held
on December 15, 1983, Article VIII “Endowment Gift Agreement in Memory
of George A. Abood” is included in these By-Laws to represent the intention
of the Northeastern Chemical Association, Inc. to perpetuate this fund.
By-Laws
Article VII
Miscellaneous
Section 7.01 ·
Anti-trust Compliance
The Corporation shall not participate in and shall discourage Members from discussing
activities which could be construed as violating the antitrust laws. The activities
could include competitors exchanging or discussing individual company or industry-wide
price levels, price changes, marketing practices, production figures, inventories,
cost data, geographic practices, and other types of proprietary information:
competitors dividing product or geographical markets; or anyone agreeing with
another to refuse to do business with someone.
Section 7.02 ·
Seal
The Corporation shall have a corporate seal which shall contain the name of
the Corporation and the state and year of its incorporation, and be in other
respects in such form as the Board of Directors shall approve.
Section 7.03 ·
First Fiscal
The fiscal year of the Corporation shall begin on the first day of January and
shall end on the last day of December.
Section 7.04 ·
Waiver or Notice
Notwithstanding any provisions of these By-Laws with respect to notice, no notice
of any Meeting of Members or the Board of Directors or any Committee thereof
need be given to any person who submits a signed waiver of notice of such Meeting
before or after the Meeting. The attendance of any Member at a meeting, in person
or by proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, shall constitute a waiver of notice by him.
Section 7.05 ·
Indemnification
The Corporation shall indemnify each Director, Governor and Officer against
all judgements, fines, settlement payments and expenses, including reasonable
attorney’s fees, paid or incurred in connection with any claim, action,
suit or proceeding civil or criminal, to which he may be made a party or with
which he may be threatened by reason of his being or having been a Director,
Governor or Officer of the Corporation, or, at its request, a Director, Governor
or Officer of any other corporation, from which he is not entitled to be indemnified,
or by reason of any action or omission by him in such capacity, whether or not
he continues to be a Director, Governor or Officer at the time of incurring
such expenses or at the time the indemnification is made. No indemnification
shall be made hereunder with respect to (a) paid in settling or otherwise disposing
of a threatened or pending action with or without court approval, or (b) payments
and expenses incurred in relation to matters as to which he shall be finally
adjudged in such action, suit or proceeding not to have acted in good faith
and in the reasonable belief that his action was in the best interests of the
Corporation, or (c) payment and expenses incurred in relation to matters which
shall have been the subject of any action, suit or proceeding disposed of otherwise
that by adjudication on the merits where he is determined not to have acted
in good faith and in the reasonable belief that his action was in the best interests
of the Corporation. Any such determination shall be made by majority vote of
the disinterested Directors or, if they do not constitute a quorum, by the Board
of Directors upon the written opinion of reputable legal counsel selected by
or in the manner designated by the Board of Directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any Director,
Governor or Officer may otherwise be entitled and shall inure to the benefit
of the executor or administrator of the estate of such Director, Governor or
Officer.