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CHARTER of the National Cottonseed Products Association, Inc.

As Amended To August 1, 1994


BE IT KNOWN AND REMEMBERED, that on this 9th day of the month of July, in the year of our Lord, one thousand nine hundred and twenty-nine, and of the independence of the United States of America, the one hundred and fifty-fourth.

BEFORE ME, Dufour Bayle, a Notary Public, duly commissioned, sworn and qualified in and for the Parish of Orleans, State of Louisiana, therein residing, and in the presence of the witnesses hereinafter named and undersigned,

PERSONALLY CAME AND APPEARED: Christie Benet, the General Counsel of Interstate Cotton Seed Crushers' Association, a Corporation existing under the laws of the State of Louisiana, created by Act before Charles F. Fletchinger, a Notary Public in and for the Parish of Orleans, State of Louisiana, dated April 19, 1921, recorded in the office of Recorder of Mortgages in and for the Parish of Orleans, State of Louisiana, in Book 1253, folio 422, who declared unto me, Notary, that a meeting of the members of said Interstate Cotton Seed Crushers' Association was held in the City of New Orleans, State of Louisiana, on May 16, 1929, pursuant to due and legal notice, and adjourned to July 8, 1929, at 10:00 o'clock A. M.

And the said appearer further declared unto me, Notary, that at said adjourned meeting, held July 8, 1929, it was resolved by the unanimous vote of the members present and represented at said adjourned meeting, constituting more than two-thirds of all the members of said Corporation with voting power, that the Charter or Act of Incorporation of said Corporation be amended as hereinafter set forth.

And the said appeared, acting in his aforesaid capacity, further declared unto me, Notary, that pursuant to the due authority conferred upon him at said adjourned meeting, he does now appear before me, Notary, for the purpose of making effective the action of the members of said Corporation by embodying the amendment to the Charter or Act of Incorporation in notarial form, and he does now further declare unto me, Notary, that the Charter or Act of Incorporation of said Interstate Cotton Seed Crushers' Association shall be amended and restated in its entirety, so as now to be and read as follows, to wit:

ARTICLE I. The name and title of this Corporation shall be NATIONAL COTTONSEED PRODUCTS ASSOCIATION, Inc.

ARTICLE II. The objects and purposes for which this Corporation is formed are stated and declared to be as follows, to-wit: First: To secure cooperation among the manufacturers of cottonseed and similar products in all lawful methods for furthering and protecting the interests and general welfare of the industry. Second: To afford a means of cooperating with the Federal and state governments in all matters of general concern to the industry. Third: To promote and foster domestic and foreign trade in oil mill products. Fourth: To promote the mutual improvement of its members and the study of the arts and sciences connected with the oil mill industry. Fifth: To inform and interest the public as to the economic worth of the oil mill industry. Sixth: To encourage and foster cooperation with growers, producers and distributors of cottonseed and its products.

ARTICLE III. The domicile of this Corporation shall be in the City of New Orleans, Parish of Orleans, State of Louisiana.

ARTICLE IV. "All the powers of the Corporation (except as herein otherwise provided to the contrary) shall be vested in and exercised by a Board of Directors to be composed of the President of the Corporation who shall have full voting powers and such other persons (not less than three), to be elected in such manner and for such term as the By-Laws may provide."

Any vacancy occurring among the Directors, or in the office of President or Vice-President by death, resignation or otherwise shall be filled by the remaining Directors by election for the unexpired term.

A failure in any year to have an annual meeting or to elect a President or Directors thereat, shall not dissolve the Corporation or impair its corporate existence or management, but the Directors then in office shall remain in office until their successors shall have been duly elected and qualified.

The officers of the Corporation shall be, together with the President, a Vice-President, and Executive Vice-President, a Secretary, a Treasurer, a General Counsel, and if elected, an Educational Director, and such other officers as the Board of Directors may, from time to time determine, all to be elected by the Board of Directors, except the President and Vice-President. At the annual meeting in 1966 and thereafter, a Vice-President shall be elected by the voting members who shall automatically become the President the following year. One person may hold the office of both Secretary and Treasurer. The President and Vice-President shall hold office for one year, or until their successor is elected and qualified. All other officers, agents and employees shall hold office and employment for such terms as may be fixed by the Board of Directors. The powers and duties of all officers, agents and employees shall be as may be conferred upon them by the By-Laws and/or the Board of Directors.

A majority of the members of the Board of Directors shall constitute a quorum for the transaction of any and all business.

ARTICLE V. In lieu of shares of stock, membership or participation in the corporate rights and activities of the Corporation shall be based upon a system of dues and contributions to be fixed by majority vote at any meeting of the corporation, coupled with certain qualifications, to-wit: There shall be four classes of members, namely, Regular Members, Special Members, Associate Members and Honorary Members. Regular Members shall be persons, firms, associations and corporations owning (or operating) crushing mills engaged in the manufacture of oil mill products and other similar commodities, or engaged in the business of refining cottonseed oil and other similar commodities, or dealers for their own account in oil mill products.

Special Members shall be Brokers in cottonseed products and Chemists.

Associate Members shall be persons, firms, associations and corporations engaged in the manufacture and/or sale of machinery, supplies or articles used in the oil mill industry; Executive Officers of Ginners' Associations; buyers and consumers of cottonseed and other vegetable oil products; mixed feed dealers using cottonseed products and Secretaries of state or regional associates. Honorary Members may be elected by the membership at any annual meeting.

For the purpose of Regular Membership in the Corporation, each crushing mill refinery or office for dealing in oil mill products, shall be considered separately, so that one person, firm or corporation owning, or operating more than one such mill, refinery or office shall be entitled to become a member for each such mill, refinery or office owned, with full voting rights and all other rights with respect to each separate membership.

Regular, Special and Associate Members shall pay such annual dues as may be fixed from time to time by vote at an annual or special meeting called for that purpose. Honorary Members shall not be required to pay dues. The sole voting power of the corporation shall be vested in the Regular Members who are in good standing (as below set forth), and whose dues are not in arrears. Special Members, Associate Members and Honorary Members shall have the right of admission to all meetings of the Corporation and the privileges of the floor, but shall have no right to vote except as members of Committees, nor shall any member have the right to vote whose dues are in arrears, or who is not in good standing as a result of refusal to arbitrate or of failure to comply with the findings of an Arbitration Committee of the Corporation.

An applicant to become a Regular, Special or Associate Member of the Corporation, meeting the requirements for such membership above set forth, shall be admitted to membership upon the approval of the Secretary of the corporation of a written application, in the form prescribed the Board of Directors, signed by the applicant and endorsed by the written recommendation of two Regular Members of the Corporation in good standing; provided that such approval by the Secretary shall be made subject to the approval or rejection of the Board of Directors.

The Corporation shall have the right to expel any member of the association for failure to pay dues, or for a violation of the provisions of the Charter, By-Laws or Rules of this Association, under such regulations as may be defined in this Charter or by the By-Laws.

Any member not in arrears for dues, who has not refused to arbitrate differences, who is not in default in complying with the findings any Arbitration Committee of the Corporation, not under charges for violations of the Charter, By-Laws or Rules of the Corporation and with difference pending on account of any contract likely to result in a demand for arbitration, may resign membership in the corporation and withdraw therefrom by officially notifying the Secretary of the desire of such member so to do; provided, that written notice to the Secretary all have been given at least thirty days prior to the date on which such withdrawal is to become effective, and the Secretary shall have made publication of the fact by a circular letter addressed to each regular member of the Corporation.

Each Regular Member not a natural person shall be represented by e natural person for each mill, refinery or separate office owned or operated by it, to be designated by it. The President, Vice-President and Board of Directors shall be selected from Regular Member candidates as provided in the third paragraph of Article I, Sec. 1 of the By-Laws of the Association.

ARTICLE VI. There shall be a regular annual meeting of the members of the Corporation at such time and, except as otherwise provided by law, such place as the Board of Directors from time to time shall determine. Written notice of such meeting, and all other meetings, shall be addressed to each Regular Member at his last known address, and deposited, postage prepaid, in the post office at least twenty (20) days prior to the date of the meeting. At every business meeting a majority of members attending such meeting in person or by proxy shall constitute a quorum for the transaction of business, or may adjourn to meet at a future specified time. Any member may vote in person or by written proxy held by a voting member. Except as provided to the contrary by law or this Charter, a majority vote cast shall be sufficient to decide any question.

ARTICLE VII. Citations or other legal process shall be served upon the President, in his absence, upon the Vice-President or the Executive Vice-President, provided that in the absence of such officers service of legal process may made in the manner provided for domestic business corporations.

ARTICLE VIII. By-Laws for the government of the Corporation and its members not in conflict with the laws of the State of Louisiana or this Charter, may be adopted and from time to time altered or amended by a majority vote at an annual meeting of the Corporation, or at a special meeting called for this purpose. Rules for governing all transactions by and between its members and penalties for any violation thereof may be adopted in the manner provided by the By-Laws.

ARTICLE IX. The President or the Board of Directors may appoint any committee that may be deemed desirable for the administration of the Rules, Regulations and By-Laws of this Corporation, or for the promotion of its interests, and with such powers and duties as may be provided by the By-Laws or prescribed by the President or the Board.

ARTICLE X. The Corporation shall have a perpetual existence, unless sooner dissolved according to law.

ARTICLE XI. This Charter may be amended at any annual meeting of the Corporation or at a special meeting called for such purpose in accordance with the By-Laws, by the affirmative vote of two-thirds of all the members of the Corporation present having voting power.

ARTICLE XII. No member of this Corporation shall ever be held liable for the contracts, or faults, or defaults of this Corporation in any further sum than the unpaid amount, if any, of dues or obligations of such member to this Corporation, nor shall any mere informality in organization have the effect of rendering this Charter null, or of exposing any member to any liability beyond the amount aforesaid. And the said appearer did produce unto me, Notary, to be annexed to and made a part of this Act, a duly certified copy of an extract from the Minutes of the aforesaid adjourned meeting of the members of said Corporation, and I, the said Notary, have annexed said copy hereto and paragraphed same "Ne Varietur" for identification herewith, and made the same a part hereof.

THIS DONE AND PASSED, at my office in the City of New Orleans, on the day, month and year first above written, in the presence of Justin V. Wolff and Amelie Luminals, competent witnesses, who have hereunto signed their names, together, with the said appearer and me, Notary, after due reading of the whole.


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