BYLAWS of the NORTHEASTERN CHEMICAL ASSOCIATION, INC.

Adopted and in effect September 11, 2023

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Article I - Members

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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.

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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 United States or Canada shall be eligible for Active Membership in the Corporation.

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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 submitted electronically through the corporation’s website by the applicant 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.

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Section 1.04 - Restriction of Total Number of Active Members

The total number of Active Members shall be limited to three hundred members.

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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 eight percent (8%) of the total membership of the Corporation. This percentage is subject to adjustment by the Board of Directors over time to assure organization fairness and balance. 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 United States or 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.

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Section 1.06 - Reinstatement of Resigned Active Members

Any Active Member who resigned due to transfer from the United States and Canada may be immediately reinstated upon their 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.

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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 1) the conclusion of their term as President and 2) status change due to loss of employment, retirement, or geographical transfer outside the United States or Canada shall become Honorary Members and retain all the rights and privileges of Honorary Active Membership in the Corporation, annual dues waived.

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Section 1.08 - 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.

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Section 1.09 - 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 electronically via the corporation’s website in January of each year and shall be considered in arrears after the first day in March of such year. Such sum is payable electronically by newly admitted Active Members and shall be in arrears thirty days after notification of their membership in the Corporation. Honorary Members shall not be subject to dues.  Dues payments will not be pro-rated during the year.

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Section 1.10 - 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.

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Section 1.11 - 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 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. The Annual Meeting of the Members can be in the State of New York, but it is not mandatory that the Annual Meeting be held there.

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Section 1.12 - Scheduled Meetings

At least two Scheduled Meetings of Members shall be held in addition to the Annual Meeting during the year, for the purpose of discussing the general affairs of the Corporation.

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Section 1.13 - 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.

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Section 1.14 - 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.

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Section 1.15 - 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 by electronic mail or posted on the Corporation’s website not less than thirty (30) before the date of the meeting to each Member entitled to vote thereat. The Notice of every Special Meeting of Members shall indicate the person or persons by whom or at whose direction the meeting was called.

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Article II - Board of Directors

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Section 2.01 - General Powers

The Corporation shall be managed by the Board of Directors.

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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.

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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 two (2) 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 member limitation, the impacted Director(s) shall be allowed to complete their current term. 

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 their term expires or until their earlier death, resignation or removal in accordance with these By-Laws. In the event of any vacancy caused by death, resignation or removal of a 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.

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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 them, 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.

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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 electronic mail notice of the place and time thereof given or mailed to each Director.

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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.

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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.

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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.

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Article III - Officers

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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 their 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.

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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, they shall have general charge of the business, affairs and property of the corporation and general supervision over its officers and agents. They shall preside at all meetings of the Members.

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Section 3.03 - The Vice President

The Vice President shall perform the duties and have the powers of the President during their absence or disability or in the event of a vacancy in their office, and shall have such other duties and powers as may from time to time be delegated to them by the President or designated by the Board of Directors.

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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. They shall have the card and custody of the funds, securities and valuable papers of the Corporation, shall keep or cause to be kept under their 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. They shall have and perform such other powers and duties not inconsistent with these By-Laws, as may from time to time be delegated to them by the President or designated by the Board of Directors or as shall be customary to their office.

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Section 3.05 - The Assistant Treasurer

The Assistant Treasurer shall support the office of the Treasurer and shall have such other duties and powers, not inconsistent with these By-Laws, as may from time to time be delegated to them by the President, Treasurer or Board of Directors or as shall be customary to their office.

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Section 3.06 - The Recording Secretary

The Secretary shall record or file in a permanent book or books to be kept in their 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. They 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 them by the President or designated by the Board of Directors or as shall be customary to their office.

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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.

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Section 3.08 - Executive Committee

The officers shall as a group constitute the Executive Committee.

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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.

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Article IV - Committees

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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.  The Membership Committee shall maintain an accurate and current record of Corporation membership.

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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 confined thereon by the Board of Directors. Each committee chairman may designate committee members with the consent of the Board of Directors.

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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.

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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 Sections 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 Section 2.03, but may be a former board member or officer, or a current member who is not eligible for reelection.

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Article V - Amendments

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Section 5.01 - Modification of NECA By-Laws

These By-Laws may be amended, or repealed and replaced with new By-Laws by a two-thirds vote of all members of the Board of Directors.

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Section 5.02 - 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.

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Section 5.03 - 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.

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Article VI - Miscellaneous

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Section 6.01 - 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.

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Section 6.02 - 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.

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Section 6.03 - 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.

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Section 6.04 - 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 them.

 

Section 6.05 - 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 they may be made a party or with which they may be threatened by reason of their 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 they is not entitled to be indemnified, or by reason of any action or omission by them in such capacity, whether or not they 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 they shall be finally adjudged in such action, suit or proceeding not to have acted in good faith and in the reasonable belief that their 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 they is determined not to have acted in good faith and in the reasonable belief that their 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.