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BY-LAWS of the National Cottonseed Products Association, Inc.

ARTICLE I. Officers and Directors, Their Election and Duties.

Sec. 1. The President shall be ex-officio member of Directors and shall be elected by the regular members at the annual meeting; also a Vice-President shall be elected by the regular members who shall automatically become the President the following year; the Vice-President shall not by virtue of his office become a member of the Board of Directors but shall attend all meetings of the Board. The immediate past president shall attend all meetings by the Board of Directors held during the year following the expiration of his term of office.

Directors for the Board of Directors of the Association shall be determined and consist of the President of the Association and of one (1) Director from each Regular Member entity that qualifies to furnish a Director under the following required eligibility standards and formulas, the term of office of each Director to be one (1) year unless otherwise provided under these By-laws:

Persons, firms, associations and corporations owning (or operating) crushing mills engaged in the manufacture of cottonseed products that generate annual dues and assessment contributions to the Association in the sum of Ten Thousand Dollars ($10,000.00) or more, the qualifying sum subject to change annually by vote of the then current Board of Directors.

Persons, firms, associations and corporations heretofore and hereafter designated by the Board of Directors as eligible for Directorship due to historical reasons as well as those members having operated a cottonseed crushing mill for twenty (20) years or more.

Those to serve as Directors of and those to be candidates for President or Vice President of the Association shall be natural persons representing persons, firms, associations and corporations owning (or operating) crushing mills engaged in the manufacture of cottonseed products, or shall be included on a list of persons, firms, associations and corporations designated by the Board of Directors as being eligible due to historical reasons as well as those members having operated a cottonseed crushing mill for twenty (20) years or more.

Annually, at the end of each fiscal year and within ninety (90) days thereafter, the Secretary of the Association shall calculate the total dues and assessment contributions remitted to the Association by Regular Members eligible for directorship and shall notify and advise each such Regular Member of the total amount received by the Association from such Regular Members (100%), the portion thereof contributed by such Regular Member and the percentage of such Regular Member's contribution. At any meeting of the Board of Directors each Director shall be entitled to vote on the basis of such Regular Member's assigned percentage with all combined affirmative votes to prevail and carry on the matter being voted upon if the combined affirmative votes total a percentage in excess of fifty percent (50%). Provided however, that unless a member of the Board of Directors calls for a vote to be conducted under the proportional voting procedure, which any Director is entitled to request and require, the vote shall be conducted on the basis of approval or denial by a majority of those Directors present and voting.

At least sixty (60) days prior to the annual convention, each Regular Member eligible for a directorship shall notify the Association Secretary of the name of the Regular Member's representative chosen and elected to serve as an Association Director, the term of such Director to commence after confirmation and election of such Director at the annual convention.

In the event any eligible Director for any reason is unable to attend or must depart early from a Board of Directors meeting, such eligible Director or the organization which an eligible Director represents shall be entitled to name an alternate representative to attend the Director's meeting and vote the absent regular member Director's assigned percentage on any vote made under the proportional voting procedure above set forth; provided, however, that prior to any such vote the regular member involved shall have notified in writing the Association's Secretary of the name of the alternate representative to cast such vote.

The proportional vote entitlement of each Regular Member Director will be considered confidential information and at each meeting of the Board of Directors the Association's Secretary and General Counsel will be the only persons with knowledge of all of the Directors' proportional voting percentages and after each vote on a proportional basis will confirm whether the matter voted upon passed or failed.

Sec. 2. At least six months prior to the next annual convention, the President shall announce to the membership the appointment of a committee for the purpose of selecting a nominee for the office of Vice-President for the following year. The Committee, which shall be composed of seven regular members with one member from each of the four regions - the Southeast, Mississippi Valley, Southwest and West - plus three at-large members, will accept suggestions from the membership for 30 days. The committee shall make its choice, ascertain his availability to serve - if elected, and submit its recommendation at the outgoing Board meeting at the annual convention.

The Board of Directors shall meet on the first day of each regular annual meeting, at the call of the President, and prepare nominations for Vice-President for the ensuing year, with the right reserved to any Regular Member of the Corporation to make nominations from the floor.

Nomination and election of the Vice-President shall take place on the last day of the regular annual meeting of the Association. When there is more than one candidate for the same office, a ballot shall be had and it shall require a majority of all the votes cast to elect, and when there are more than two candidates for the same office, the one receiving the lowest number of votes on each ballot shall be dropped until two remain, or until an election is had; provided that where there is but one nominee, the presiding officer shall declare him duly elected by consent.

Sec. 3. During the nomination and election of officers, no motion, except to adjourn, shall be entertained or debate permitted.

Sec. 4. The President shall preside at all meetings of this Association and enforce all Rules and By-Laws thereof during recess. It shall be his duty to appoint all committees, and during recess to fill all vacancies therein, unless otherwise provided for; sign all documents and papers requiring his signature to properly authenticate them, and at the commencement of each meeting he shall appoint such special committees as the business of the Association requires.

Sec. 5. The Vice-President shall preside at all meetings in the absence of the President, and in case of death, resignation, disqualification, refusal or neglect of the President to discharge the duties of his office, then the Vice President shall perform all the duties incumbent on the President until an election shall be held; but the question of neglect on the part of the President shall be determined by a majority of the Board of Directors. In the event that the Vice-President shall be unable or neglect to perform the duties of his office, the Board of Directors may elect to the office a Regular Member who shall serve the remainder of the unexpired term; but the member so elected shall not automatically succeed to the presidency unless he shall be regularly nominated for that office by the Board and approved by the membership at the next annual convention.

Sec. 6. The Executive Vice-President shall be chosen annually and his salary determined by the Board of Directors. He shall be the chief executive officer of the Association in promoting the welfare and progress of the industry and of all affected interests, including producers and consumers. It shall be his duty to survey, assemble, analyze and disseminate all such statistical and economic data concerning the operation of the industry as will aid its members in the conduct of their business, and give full and frank publicity to such information as will give the interested public an understanding of the basic facts of the industry, to the end that public good will and co-operation may prevail. He shall have such additional duties and authority as may be delegated to him by the Board of Directors, including the appointment oŁ special committees.

Sec. 7. The Secretary shall be chosen annually and his salary determined by the Board of Directors. It shall be his duty to conduct and administer all organizational affairs and activities of the Association not otherwise committed or provided for; to give notice of and attend all meetings of the Association and keep a proper record of the proceedings thereof; to conduct all correspondence pertaining to his office and to carry into execution all orders, votes and resolutions not otherwise committed; he shall be the chief executive officer in administering and enforcing the trading rules and standards of the Association, and to assist in all activities looking to the welfare of the industry and its members.

Sec. 8. The Treasurer shall be chosen annually and his salary determined by the Board of Directors. He shall collect all fees, annual dues and subscriptions due the Association. He shall keep an account of all moneys received and expended for the use of the Association, and shall make disbursements only upon vouchers duly approved by the proper officer. He shall deposit all sums received in such bank or banks or trust companies that may be approved by the Board of Directors, and shall make a full report of the Financial condition of the Association at the annual meeting, or whenever called upon by the President or Board of Directors. Association funds may be drawn only upon the signature of the Treasurer, countersigned by the President or the Executive Vice-President, or by such other signatory as may be appointed by the Board of Directors. Before entering upon the duties of his office he shall give a good and sufficient bond in such sum as the Board of Directors may require conditioned for the faithful discharge of his duties. Such bond must be deposited with the General Counsel and all funds, books and vouchers in the Treasurer's hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of his term of office the Treasurer shall deliver over to his successor all books and other property, and in the absence of the Treasurer-elect, to the President of the Association.

Sec. 9. In the discretion of the Board of Directors, the offices of Secretary and Treasurer may be held by the same person. In such case the provisions of the two preceding sections shall be interpreted to duly protect the interest and affairs of the Association.

Sec. 10. The General Counsel shall be the legal advisor of the Association. He shall be selected by the Board of Directors, which shall fix his compensation and term of office. His duties shall be the furtherance of the objects and purposes of the Association by all lawful and proper means.

Sec. 11. The Educational Director, if elected, shall be selected by the Board of Directors, and his salary and term of office named by it. His duties shall be the furtherance of the objects and purposes of the Association by educational work with the members of the Association and with the public. The scope of his work shall be defined by the Board of Directors.

Sec. 12. The Board of Directors shall meet on the call of the President, the Executive Vice-President, or by written request of two-thirds of the persons on such Board.

The Board of Directors shall between meetings of the Association represent the Association and have full power and authority to act in all matters pertaining thereto; such action shall be as final and binding as though taken by the Association itself, subject, however, to review by the Association at its next annual meeting or at any special meeting called for that purpose.

Sec. 13. The Board of Directors shall certify not less than six (6) Association Official Chemists, whose tenure of office shall be at the pleasure of the Board of Directors, and only those chemists who meet the requirements of this Association and the Referee Board of the American Oil Chemists' Society shall be considered.

It shall be the duty of such Association Official Chemists to make all analyses of samples in dispute and of Arbitration samples, as provided for in the Rules of this Association.

Association Official Chemists shall be Referee Chemists of the American Oil Chemists' Society who own or are employed by independent commercial laboratories holding membership in this Association. Those certified shall furnish satisfactory proof of ownership before such certifications become effective.

The Association reserves the right to suspend, or to withdraw the certification of any Association Official Chemist at any time in the discretion of the Board of Directors.

Sec. 14. Honorary Members, Suggestions for Honorary Membership must be made in writing to the Board of Directors. If the Board approves such recommendation, the Secretary shall present the name so recommended to the annual meeting for action thereon.

ARTICLE II. Committees and Their Duties

Sec. 1. The President as Chairman and fourteen (14) other members to be selected by the Board of Directors, shall constitute a Committee on Rules. Such Committee shall serve for one year and/or until their successors are selected and shall have qualified.

The Committee on Rules shall meet prior to each Annual Convention of this Association, at the place selected for such convention, for the consideration of such changes in rules as have been presented to it in conformity with the provisions of these By-Laws. Any action taken by it on such proposals shall be reported to the Convention at its first session.

No amendments to or alterations of rules, except changes proposed by the Chemists' Committee in methods of chemical analysis set forth in Chapter VII, may be considered by the Committee on Rules unless such proposed changes, prepared in proper form, are submitted to the Secretary at least thirty days prior to the annual convention of the Association, for transmittal by him to the Committee on Rules and to the membership of this Association, (provided, however, that the committee may, by unanimous consent of the members present consider proposals for changes in the Rules not so submitted). The Committee on Rules shall have authority to amend any rule found not to conform to any amendment to a rule which it has approved under the authority of these By-Laws.

No Rule of this Association shall be amended by reference to Rule or section number, or by the suggestion of the addition or omission of certain words, but in each case the entire rule or section, as it is proposed to be amended, shall be set out at length in writing. The provisions of this By-Law shall apply to all amendments whether offered before the meeting of the Rules Committee or at the annual meeting. Before any proposed amendment can be considered at the annual meeting, such proposed amendment must first have been considered by the Rules Committee, and all amendments offered at the meeting of the Association must immediately be referred to the Rules committee for consideration and report. Provided that where requested by the Rules Committee, or upon its own motion, the Board of Directors of the Association may suspend any rule until the next meeting of the Association. In such case, however, the President of the Association, upon being requested in writing by twenty (20) Regular Members, shall promptly call a special meeting of the Association to which the entire matter shall be referred for action.

A Committee of seven well-known and competent chemists who are members of the American Oil Chemists' Society, appointed by the Board of Directors, shall meet with the Rules Committee, and recommend for adoption official methods of analysis to be used by the Official Chemists of the Association.

Any change in the methods of chemical analysis of this Association must be referred to the Chemists' Committee before presentation to the Rules Committee. The members of the Chemists' Committee shall receive the same compensation as the members of the Rules Committee.

Sec. 2.  At its annual meeting, the Board of Directors shall appoint the following standing committee, who shall serve until their successors are appointed and qualify:

A single fifteen (15) member Arbitration Committee, representative of membership and regions and subject to appointee's consent to serve. Upon demand for arbitration in accordance with the By-Laws, the Secretary will draw the names of four arbitrators at random from the arbitration committee and the four selected arbitrators will select a fifth member to serve as chairman of the selected arbitration committee, the decision of which in the arbitration proceeding shall be final and binding on the contestants and not subject to appeal. In the event the four (4) selected arbitrators cannot mutually agree on the selection of the fifth (5th) Arbitrator Chairman, the President of the Association shall select the fifth (5th) Arbitrator-Chairman. Any member of the arbitration committee who is party to the arbitration submitted will be ineligible to serve on the panel.

Sec. 3. In order that the business of the committee of this Association may not be interfered with or delayed, but facilitated, and that there may be a quorum present of all committees at all regular or called meetings, the majority of the members of any committee that are present at such meetings shall have the right to appoint any other member or members of the Association in good standing to take the place temporarily on any committee of any member of any committee of this Association who is disqualified for any reason, or who, having been notified of such meeting, fails to be personally present; preference when there are substitutions being given to members in the same line of business as that of the committeeman whose place is being filled. In the case of selected Arbitration Committees, the committees must be filled, and a majority vote shall constitute the decision of such committee. In the case of all committees other than selected Arbitration Committees, a quorum of such other committees is authorized to act and a majority vote of the members present shall be binding.

The actions and decisions of any committee so constituted shall have the same force and effect as if the duly constituted members of such committee had all served.

In the event of the inability or disqualification for any reason of the President or Vice-President to preside at any meeting of the Board of Directors, a temporary substitute may be selected by the Board to fill his place, in the same manner as provided herein for filling the places of any other member of a committee.

Sec. 4. The President may, in his discretion, order paid the expenses of any member of a committee when such expense is incurred upon the business of the Association.

ARTICLE III.

Members of the Association may be expelled:

For refusal to arbitrate differences with another member. For refusal to abide by or perform the final award of an arbitration committee. For failure to pay dues in accordance with the provisions of these By-Laws. For any conduct unbecoming a member of the Association or calculated to bring this Association into disrepute.

The President of the Association shall have the power and it shall be his duty to suspend a member of the Association who has violated any of the foregoing provisions.

Any member who has been so suspended shall be immediately notified by the President through the Secretary by registered mail, return receipt requested. Such member shall have the right of appeal to the Board of Directors of the Association. Should the suspended member elect to appeal as provided, he shall notify the Secretary within ten days after receipt of notice of suspension and appear before the Board of Directors at its next meeting, at which time the facts shall be considered by the Board of Directors, and its decision in the case shall be final.

Should a suspended member fail to appeal to the Board of Directors as provided, or should the Board of Directors sustain the suspension after hearing, such member, without further action, shall stand expelled from the Association, and the Secretary shall notify the members by circular letter.

ARTICLE IV. Dues.

The Board of Directors shall recommend to the Annual Meeting of the Association a schedule of dues which in the opinion of the Board will produce sufficient revenue for the purposes of the Association for the ensuing year. Such schedule when submitted to the Association and adopted at the Annual Meeting shall be effective and binding in the amount stated upon each and every member of the Association.

All members of the Association whose dues are payable on the tonnage or volume basis are required to report such tonnage or volume monthly to the Treasurer that proper check on dues collections may be had.

The dues, as hereinabove provided, shall be payable at such times and in such manner as the Board of Directors may prescribe. Failure of any member to pay such dues within thirty days after they are due and payable shall make such member in arrears and delinquent.

No individual, corporation or partnership may have membership in this Association for any mill, refinery, or office dealing in oil mill products without maintaining a membership and paying dues for each and every other mill, refinery or such office owned by it.

ARTICLE V. Conventions and Meetings.

Sec. 1. A convention of the members of this Association shall be held annually at such time and place as may be selected by the Board of Directors, and notice shall be mailed to each member at least 20 days before the day set for its opening. The conduct of business at the convention and at special meetings shall be regulated by the By-Laws insofar as they may be applicable.

Sec. 2.  A meeting of the Board of Directors shall be held annually, at such time as may be selected by a majority vote of the persons on such Board, and ten days' previous notice of such meeting shall be mailed to each member by the Secretary; provided that such meeting shall be held not later than 30 days after the adjournment of the annual convention, but such ten days' notice shall be waived where the meeting of the Board of Directors is held during or immediately after the adjournment of the annual convention. In the conduct of business the meeting shall take into consideration the sense of the convention upon any questions or matters that were duly passed upon by the convention.

Sec. 3. Special meetings of the Association may be called by the President. Upon the written request of a majority of the persons on the Board of Directors, the President shall call a special meeting, to be held at a time and place selected by the Board of Directors. At least ten days' notice must be mailed by the Secretary to each member stating the purpose of the special meeting and the time and place at which it will be held. No business other than that specified in the call shall be transacted at such meeting.

ARTICLE VI. Order of Business.

Sec. 1. At each annual meeting the regular order of business shall be as follows:

Roll Call Presentation of credentials. Enrollment and introduction of new members. Reading of minutes of previous meeting and communications. Address of President. Report of Rules Committee and suggestions of amendments to Rules by members of the Association. Report of the Secretary. Report of the Treasurer. Reports of Committees. General business Supplemental report of Rules Committee. Election of officers. Presentation of resolutions. Adjournment.

Sec. 2. This order of business may be transposed at any time as occasion may require, and at all times privileged reports shall have immediate consideration.

ARTICLE VII. Corporate Seal.

The Board of Directors shall adopt an official seal which shall be affixed to all documents requiring official authentication, issued by and under authority of the Association.

ARTICLE VIII. Voting by Mail.

Sec. 1. Whenever, in the judgment of the President, any question shall arise which he shall consider should be put to a vote of the Board of Directors and he shall deem it inexpedient to call a special meeting of the Board for such purpose, the President may submit such matter to the Board of Directors in writing for vote and decision by mail. The question thus presented shall be determined according to: a. majority of the votes; or b. in the event any Director has requested voting in accordance with the proportional voting procedure under Article I., Sec. 1.b. of the Association's By-laws, by a percentage vote in excess of fifty percent (50%) of the total assigned eligible percentage votes, received by mail within two weeks after such submission to the Board of Directors; provided, that in a nonproportional voting procedure, the votes of at least a majority of the persons on the Board of Directors shall be received. Any and all action taken or not taken, in pursuance of either such voting procedures shall be as fully binding upon the Association and upon the members thereof as if taken by the Board of Directors in formal meeting assembled.

Sec. 2. If an emergency shall arise requiring more speedy action by the Board of Directors than can be had by a vote by mail as provided in Sec.1 hereinabove, the submission of the question and the vote thereon may be taken by telegraph. In such cases a time limit of forty-eight hours from the time of sending out the telegram or facsimile of inquiry in which replies can be received must be observed and the provisions in Sec. 1. herein above, as to the type of voting procedure (proportional or nonproportional) shall be fully applicable and controlling in a telegram or facsimile vote submission. A careful record of the telegrams sent and received must be kept and the entire matter submitted for ratification to the Board of Directors at its next regular ensuing meeting.

ARTICLE IX.

Sec. 1. The rights, privileges and facilities described in and provided by the Charter, By-Laws and Rules of this Association shall only be available for and used by members of the Association in good standing. It shall be the duty of the officers and of the various committees of the Association to enforce the provisions of this section.

ARTICLE X. Amendments.

Sec. 1. These By-Laws may be amended by a majority vote of the regular members present and voting at any annual meeting, or at a special meeting called in accordance with the provisions of these By-Laws, but no amendment shall be considered unless submitted in writing, when it must be referred by the President to a special committee of three regular members, whose duty it shall be to report thereon at the earliest practicable moment and in time to allow of its consideration at the meeting at which submitted. All amendments adopted shall immediately be in full force and effect.

Sec. 2. No amendment to the Charter of this Association shall be considered unless submitted in writing, when it must be referred by the President to a special committee of three regular members, whose duty it shall be to report thereon at the earliest practicable moment and in time to allow of its consideration at the meeting at which submitted. All amendments to the Charter as adopted shall be in full force and effect as soon as filed with the Secretary of State of the State of Louisiana.

ARTICLE XI. Indemnification of Officers and Directors

The Corporation shall indemnify and hold harmless each person who shall serve at any time hereafter as a director or officer of the corporation from and against any and all claims and liabilities to which such person shall become subject by reason of his having heretofore or hereafter been a director or officer of the corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his own negligence or willful misconduct.

The rights accruing to any person under the foregoing provisions of this article shall not exclude any other right to which he may be lawfully entitled, nor shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The corporation, its directors, officers, employees, and agents shall be fully protected in taking any action or making any payment under this Article XI, or in refusing so to do, in reliance upon the advice of counsel.


© 2002 National Cottonseed Products Association. All rights reserved.