CHARTER of the National
Cottonseed Products Association, Inc.
As Amended To August 1,
UNITED STATES OF AMERICA,
STATE OF LOUISIANA, PARISH OF ORLEANS, CITY OF NEW ORLEANS.
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
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.
"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
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
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
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
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.
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.
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
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.
SIGNED)CHRISTIE BENET JUSTIN V. WOLFF, AMELIE LUMINALS. DUFOUR