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:
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.
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
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
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
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
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
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
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
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
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
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
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
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.
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
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
ARTICLE VIII. Voting by
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.
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.
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
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.