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Revised February 11, 2000
REGULATIONS OF THE CHEMICAL AND SPECIALTIES MANAGEMENT COUNCIL
Article I - Name The name of the corporation is Chemical and Specialties Management Council, herinafter referred to as the Corporation.
Article II - Objectives Section 1 The objectives of the corporation are to provide an organization to challenge, to stimulate and to broaden the personal horizons and stature of qualified chemical and specialty company chief executives who are dedicated to sustained, profitable growth, resulting from the following activities: a. Exchange of views with contemporaries. b. Exposure to new idea sources. c. Opportunity to discuss problem areas with others of similar authority and responsibility. d. Potential for complementing and supplementing each other in various ways. e. Open discussion of individual or mutual problems. f. Aggressive cross-stimulation of ideas. g. Investigation of the common nature of problems of member companies whose activities and objectives are related.
Section 2 The Corporation shall be a non-profit corporation organized under Title XVII, chapter 1702 of the Ohio Revised Code. Annual dues, as established from time to time by the Board of Trustees, shall be used to defray operating expenses of the corporation and may be used to finance any other activities approved by the board of trustees. Meeting expenses shall be pro-rated among those attending each meeting.
Article III - Membership
Section 1 The members of the Corporation shall consist of the chief executive officers and/or he/she must be the officer of the company with ultimate authority. Further they shall meet the following requirements and admitted to membership pursuant to Section 2 of this Article III (the officers of authority shall be the Corporation’s “Members” for purposes of Ohio Revised Code Section 1702.13; for convenience, their companies shall be referred to as “member companies” and “membership” shall refer to Members or member companies as the context requires): a. Major manufacturing and marketing functions pertaining to chemical or related industries. b. More than 75% of the company sales require processing (less than 25% resale products to which no value is added; repackaging or distribution services are not considered to add to value of a product. c. Sales volume ranging from $500,000 to $100,000,000 per year. After acceptance as a member company sales volume falling outside this range does not terminate membership. d. Is independently managed, whether a proprietorship, partnership, joint venture, subsidiary, closely held, or public corporation. Divisions of companies cannot be considered for membership whether or not the parent company is eligible to become a member company. e. Has been in business a minimum of three years. f. Is not a significant competitor of any current member company. g. When there is any substantial change in the product line, ownership or corporate structure of a member company, it is the duty of the related Member to provide the Chairman of the Board of the Corporation with complete details of such change (or changes), so that the Board of Trustees at its next meeting can review his membership status. In its review, the Board of Trustees shall use the guidelines set forth in this Article Ill and shall report its decision at the next meeting of the Corporation. The Board of Trustees’ decision on the Member’s status may be reversed by a motion duly made and carried by a two-third’s affirmative vote of those Members present at a duly held meeting where a quorum is present. If, at any later date, further changes occur in the status of the Member’s company, the procedures set forth in the above paragraph shall be invoked. a. If at any time an individual no longer qualifies for membership, the Board of Trustees may recommend to the Corporation that an associate membership be extended to that person. Such person shall become an associate member (an “Associate Member”) upon a two- third’s affirmative vote of the members present at the duly held meeting where a quorum is present at which the recommendation is made.
An Associate Member shall have the same rights, duties, and privileges as members, except that he/she cannot vote on his or other memberships or Regulation changes or amendments to the Articles of Incorporation, nor can be hold office as an officer. An Associate Member may serve as a Trustee. An Associate Member must be reaffirmed at least every two years by a two-third’s affirmative vote of the Members present at the duly held meeting where a quorum is present at which the vote is called for. Section 2 Companies desiring membership shall submit a written request to any Member of the Corporation who shall convey it immediately to the Chairman of the Membership Committee. The application shall contain enough details so that current Members can determine whether the applying company meets the above membership qualifications. The chairman of the Membership Committee shall circulate copies of the application to the Members. If objection is not heard within thirty (30) days, it shall be assumed that no Member has any reason to disapprove the possible membership, and the applicant’s chief executive officer shall be invited to attend the next meeting of the Corporation. If there are objections or questions, the Membership Committee shall attempt to establish if the objection has merit or not. Failure to meet all qualifications voids an application. No invitation to attend any Corporation meeting may be extended without following the procedure described in this Section 2 of Article III. The applicant’s chief executive officer shall become a member of the Corporation by unanimous affirmative vote of the Members attending the meeting where a quorum is present. Section 3 The membership of any Member who is absent from three consecutive meetings or who fails to pay dues and assessments within 90 days of billing shall be terminated and the termination recorded in the membership book. The membership of any Associate Member who similarly is absent from six consecutive meetings or who fails to pay dues and/or incurred meeting expenses within 90 days of billing shall be terminated and the termination recorded in the membership book. Section 4 If in the course of time and through any circumstance, a member company becomes a significant competitor of one or more other member companies, and if this fact could hinder uninhibited participation in the affairs of the Corporation by a Member or Members, the Member(s) so constrained from full participation may petition to the board of Trustees for a review of the situation. If the Board of Trustees finds that the situation is as stated in the petition and that free interchange of information is probably impossible without violating anti-trust statutes, the Member whose company precipitated the competitive situation shall no longer qualify for membership, and this change shall be recorded in the membership book.
Article IV - Board of Trustees Section 1 Except as otherwise provided in the Articles of Incorporation or by these Regulations, the Corporation shall be governed and all authority of the Corporation shall be exercised by the Board of Trustees. Any authority of the Board of Trustees may be delegated by it to such persons or committees as it may determine. The Board of Trustees shall consist of a single class of five Trustees. Each Trustee shall serve for a term of two years. The Members shall elect the Trustees by mail ballot. The first such election shall be held no later than 30 days prior to the annual business meeting of the Corporation to be held in May 1992. Thereafter, elections shall be held no later than 30 days prior to the annual business meeting of the Corporation in each even-numbered year. Until the May 1992 annual business meeting, the Initial Trustees in Article VI of the Articles of Incorporation shall have all powers and may perform all duties of the Board of Trustees. Section 2 No Trustee shall be entitled to or shall receive any compensation for attendance at meetings of the Trustees or other services rendered to the Corporation as a Trustee, provided, that the Trustees may authorize the reimbursement to any Trustee of expenses necessarily incurred by him in the performance of his duties as Trustee. Section 3 The office of any Trustee shall become vacant upon his death, failure to qualify, or resignation as Trustee. Any Trustee’s office shall likewise become vacant if he shall be declared of unsound mind or otherwise incompetent by order of a court having jurisdiction, or if he shall be adjudicated or bankrupt or shall make an assignment for the benefit of his creditors. Any vacancy or vacancies among the Trustees, however caused, may be filled for the unexpired term by the vote at a meeting of the Trustees of a majority of the remaining Trustees. Within the meaning of this Section 3, a vacancy or vacancies shall be deemed to exist when and if the Members in their election of Trustees fail to elect the full number of Trustees as fixed by these Regulations.
Article V - Officers (Executive Committee)
Section 1 The Corporation may have a Chairman of the Board and shall have a President, a Secretary, a Treasurer and a Membership Chairman (all of whom shall be Trustees). The Corporation may also have one or more Vice Presidents and such other officers as the Trustees may deem necessary. All officers and assistant officers shall be elected by the Members by mail ballot at the time that the Members elect the Trustees and shall hold office until their respective successors shall have been elected. The initial Trustee shall appoint the Officers who shall serve until the first mail ballot. Any officer may be removed at any time, with or without cause, by the Members at a meeting of the Members called for such purpose. Section 2 The officers shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Trustees regardless of whether such authority and duties are customarily incident to such office. Specific duties of the officers shall include: Chairman 1. The Chairman shall preside at meetings of the Members and Board of Trustees. 2. He may call meetings of the Board of Trustees. 3. He shall be an ex-officio member of all standing committees and shall be responsible to see that these committees are carrying out their duties. 4. He shall appoint the chairman of committees other than those specifically designated by these regulations. President 1. The President shall be elected the Chairman of the Corporation for two years after two-year term as President. 2. He shall in the absence of, or in the event of disability of the Chairman perform the duties of the Chairman. 3. He shall be Chairman of the Program Committee while in office. Treasurer 1. The Treasurer shall be responsible for the collection, allocation, and reporting of all income and expense of the Corporation. 2. He shall be Chairman of the Arrangements Committee. 3. The method of handling the Corporation’s finances shall be subject to the approval of the Board of Trustees. 4. The Books shall be audited annually by the Board of Trustees. Secretary 1. The Secretary shall record the minutes of the Corporation and the Board of Trustees meetings. Such meetings shall constitute the official record of the business transactions of the Corporation and shall be kept in permanent form. 2. The Secretary shall be required to notify all Members of the time and location of Corporation meetings and any program or business to be transacted at such meetings. 3. He shall be responsible for the preparing and publishing of an annual roster. This roster shall carry on its face a restriction against its commercial use as a mailing list. Membership Chairman 1. The Membership Chairman shall be responsible for maintaining membership levels consistent with the membership qualifications herein before described. 2. He shall circulate applications from prospective members to the active Council Membership for comment. After a 30 day period, applicants to which no unresolved objection is registered may be invited to the next scheduled meeting. The membership Chairman shall advise the Secretary to include the applicant in meeting announcement. 3. He shall request at least two Members (active or associate) to assist him in performance of this activity. Section 3 The office of any Officer shall become vacant upon his death, failure to qualify, or resignation as an Officer. Any Officer’s office shall likewise become vacant if he shall be declared of unsound mind or otherwise incompetent by order of a court having jurisdiction, or if be shall be adjudicated a bankrupt or shall make an assignment for the benefit of his creditors. Any vacancy or vacancies among the Officers, however caused, may be filled for the unexpired term by the vote at a meeting of the Trustees of a majority of the Trustees. Within the meaning of this Section 3, a vacancy or vacancies shall be deemed to exist when and if the Members in their election of Officers fail to elect the full number of Officers as fixed by these regulations.
Article VI- Committees Section 1 The Board of Trustees may appoint an executive committee of Trustees and any other committee of Trustees the Board deems necessary for the proper operation of the Corporation. The Board may delegate to the Executive Committee or other committee of Trustees any of the authority of the Trustees. All such committees shall consist of at least three Trustees.
Section 2 The Chairman of the Corporation shall appoint a committee of three Members to act as a Nominating Committee. Such committee shall advise the Members of its selections of candidates for the Board of Trustees and for the positions of Officers of the Corporation at the meeting immediately prior to the annual business meeting. At that prior meeting, nominations from the floor shall also be accepted. The Secretary of the Corporation shall conduct a mail vote and announce the results of the election at the annual business meeting.
Section 3 The Chairman of the Corporation shall designate such other committees he deems necessary to advise the Trustees with respect to the proper operation of the Corporation. The Chairman of the Corporation shall appoint the chairman of each such committee. Each committee chairman shall appoint the members of his committee from the Members. Such committee shall not exceed a total of four members, including the chairman of the committee, with out the express approval of the Board of Trustees.
Article VII - Meetings
Section 1 There shall be three official meetings of the Members per year, to be held on the second Wednesday of each February and May and on a day or days in September or October that the Trustees shall designate. The May meeting of the membership shall be designated as the annual business meeting. Other meetings of the membership, such as a summer social, may be held at the request of the majority of Members present at any given meeting. Any action which may be authorized or taken at a meeting of the Members may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Members who would be entitled to notice of a meeting for such purpose. The writing or writings shall be filed with or entered upon the records of the Corporation. Section 2 There shall be an annual meeting of the Board of Trustees on the second Wednesday of the month of May. In addition, special meetings of the Trustees may be called by the Chairman, President or by any two Trustees. Notice of the time and place of all special meetings shall be telephoned, sent by facsimile or mailed to each Trustee at his address as it appears on the records of Corporation at least one week prior to the time of such meeting. No notice of the time or place of any meeting of Trustees shall be required to be given if waived by every Trustee entitled to receive notice by (a) his written waiver filed with or entered upon the records of such meeting either before or after the meeting, or (b) his attendance at such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice. To constitute a quorum at any meeting of the Trustees there shall be present a majority of the Trustees then qualified and acting as such, but if at any meeting of the Trustees there are present less than a quorum, a majority of those present may adjourn the meeting from time to time without notice other than announcement at such meeting, until a quorum shall attend. The act of a majority of the Trustees present at any meeting and constituting a quorum shall be the act of the Trustees. Any action which may be authorized or taken at a meeting of Trustees may be authorized without a meeting with affirmative vote or approval of, and in a writing or writings signed by, all of the Trustees who would be entitled to notice of a meeting for such purpose. The writing or writings shall be filed with or entered upon the records of the Corporation.
Article VIII - Indemnification an Insurance
Section 1 The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise; provided, however that the Corporation shall indemnify any such agent (as opposed to any Trustee, officer or employee) of this Corporation to an extent greater than that Required by law only if and to the extent that the Trustees may, in their discretion, so determine. This indemnification provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation or any agreement, vote of disinterested Trustees or otherwise, both as to action in official capacities and as to action in another capacity while he is a Trustee, Officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 2 The Corporation may, to the full extent then permitted by law and authorized by the Trustees, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article VIII against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.
Article IX - Amendment of Regulations Section 1 These Regulations may be amended from time to time as approved by the Members. Any proposed amendments shall be submitted for consideration to the Members at any meeting of the Members by one or more Members. The proposed amendment (s) shall be submitted for action by the Members at the next official meeting of the members. A two-thirds majority of the Members present and voting shall be required for passage.
Article X - Miscellaneous Section 1 Unless otherwise ordered by the Trustees, the Chairman in person or by proxy or proxies appointed by him shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares or other securities having voting rights issued by other corporations and which the Corporation may own.
Section 2 The Secretary of the Corporation shall keep or cause to be kept a membership book as required by law.
Section 3 The Corporation’s first fiscal year shall be determined by the Trustees.
Section 4 In case any provision of these Regulations shall be inconsistent with the Articles, the Articles shall govern.
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