Members Home & Meeting Minutes • SMI Bylaws • Antitrust Guidelines • Recently Presented Papers
By-Laws of the Sorptive Minerals Institute
ARTICLE I.
NAME AND HEADQUARTERS
Section 1. Name.
The name of the corporation shall be “SORPTIVE MINERALS INSTITUTE”.
Section 2. Headquarters.
The headquarters of the corporation shall be Washington, DC or such other place as the Board of Directors may select.
ARTICLE II.
PURPOSES
Section 1. Not For Profit.
The corporation is organized under the Illinois General Not For Profit Corporation Act, as amended, and shall have such powers as are now or as may hereafter be granted by the Illinois General Not For Profit Corporation Act, as amended. The corporation shall operate as a nonprofit tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 2. Purposes.
The purposes for which this corporation is organized are the following:
- To promote the progress and development of the sorptive minerals industry, including the conducting of studies, programs and projects to increase and improve the use of and market for the products of the industry by every lawful means.
- To encourage research and development within the industry and allied industries.
- To collect, assemble and disseminate statistical, management and related information to the extent such information may be legally collected, assembled and disseminated.
- To cooperate with federal, state and local government officials and agencies to promote the national welfare.
- To undertake such other programs and activities as may be proper to enhance or promote the welfare of the industry.
Section 3. Rules.
The following rules shall conclusively bind the corporation and all persons acting for or on behalf of it:
- No Inurement. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein;
- Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations under sections 501(c)(6) or 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine; and
- Antitrust/Trade Regulation Law Compliance. All activities of the corporation shall be conducted consistent with applicable federal, state and local antitrust, trade regulation, and/or other legal requirements.
ARTICLE III.
REGISTERED OFFICE, AGENT AND SEAL
Section 1. Registered Office and Agent.
The corporation shall have and continuously maintain in Illinois a registered office and registered agent, and may have such other offices within or without Illinois and such other registered agents as the Board of Directors may from time to time determine.
Section 2. Seal.
The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.
ARTICLE IV.
MEMBERSHIP
Section 1. Classes of Members.
The corporation shall have two classes of membership as follows:
- Active Members. Active membership shall be granted upon application to the Executive Director of the corporation with approval by a majority vote of the Board of Directors, as follows.
- Eligibility. Any firm or corporation which produces and/or sells sorptive minerals, which are defined to include a variety of clays, specifically attapulgite, bentonite, montmorillonite, and diatomite is eligible for Active membership upon approval of the Board of Directors and upon showing that it has been:
- Actively engaged in mining, processing and/or selling a significant quantity of sorptive minerals for at least one and one half years before applying for membership, and
- Serving at least one of the following markets:
(i) Oil and Grease Absorbents,
(ii) Agricultural Absorbents,
(iii) Pet Absorbents, or
(iv) Soil Amendments/Mulches.
- Actively engaged in mining, processing and/or selling a significant quantity of sorptive minerals for at least one and one half years before applying for membership, and
- Eligibility. Any firm or corporation which produces and/or sells sorptive minerals, which are defined to include a variety of clays, specifically attapulgite, bentonite, montmorillonite, and diatomite is eligible for Active membership upon approval of the Board of Directors and upon showing that it has been:
- Associate Members. Associate membership shall be granted upon application to the Executive Director of the corporation with the approval by a majority vote of the Board of Directors, as follows. Associate membership shall be granted to any firm or corporation who is a manufacturer of supplies or a supplier of services directly related to the sorptive minerals industry.
- Rules. Associate members shall not vote or serve as officers of the corporation or as members of the corporation’s Board of Directors. The Associate Membership class shall elect, however, a Chairman and a Secretary of said membership class, who shall act as liaison to the corporation’s Board of Directors and shall be entitled to attend meetings of the corporation’s Board of Directors at the invitation of the Board of Directors. Further, the Associate Membership class shall establish an Associate Advisory Panel, consisting of a majority of said membership class, to advise the corporation’s Board of Directors on industry issues in all lawful and appropriate ways. The Vice President of the corporation shall act as liaison to the Associate Advisory Panel.
- Rules. Associate members shall not vote or serve as officers of the corporation or as members of the corporation’s Board of Directors. The Associate Membership class shall elect, however, a Chairman and a Secretary of said membership class, who shall act as liaison to the corporation’s Board of Directors and shall be entitled to attend meetings of the corporation’s Board of Directors at the invitation of the Board of Directors. Further, the Associate Membership class shall establish an Associate Advisory Panel, consisting of a majority of said membership class, to advise the corporation’s Board of Directors on industry issues in all lawful and appropriate ways. The Vice President of the corporation shall act as liaison to the Associate Advisory Panel.
- Affiliate Members Affiliate Membership shall be with the granted upon application to the Executive Director of the corporation approval by a majority vote of the Board of Directors, as follows. Affiliate Membership shall be granted to any individual or organization engaged in the production and/or distribution of industrial minerals, other than absorbent clay minerals used in the applications specified for regular membership.
- Rules. Affiliate Members shall not vote or serve as officers of the corporation or as members of the corporation’s Board of Directors. Affiliate Members will be entitled to attend meetings of the corporation’s Board of Directors; attend meetings and participate in the activities of the corporation’s Technical Committee and; attend meetings and participate in the activities of any other committees created by the corporation.
Section 2. Form of Application for Membership.
Application for membership in the corporation shall be made in writing, upon a form approved by the Board of Directors, and addressed to the Executive Director.
Section 3. Election of Members.
At the annual meeting of the Board of Directors, the Executive Director shall submit to the Board, for its consideration, all applications for membership received by the Executive Director since the last annual meeting of the Board of Directors. Upon election to Active or Associate Membership by majority vote of the Board of Directors, the Executive Director shall notify the applicant and, upon payment to the Secretary-Treasurer, within 15 days after notice of election, of (a) at least one-quarter of the annual dues applicable to each said Active Member, or (b) the entire annual dues applicable to each said Associate Member, the applicant shall become a member of the corporation.
Section 4. Termination of Membership for Nonpayment of Dues.
Any member whose dues, or any part thereof, are in arrears for a period of one quarter shall receive written notice from the Executive Director within 30 days of the end of said quarter. If dues continue to be in arrears for two consecutive quarters, the subject of the arrears shall be placed on the agenda for resolution by the Board of Directors at its next meeting. The Board may elect to terminate the membership of the delinquent member at that time or may, under conditions of extreme emergency, elect to provide an official time extension for payment. Any membership so terminated may be reinstated by the Board of Directors after full payment of delinquent dues and upon such other terms and conditions as the Board of Directors may determine. A member delinquent in dues, to the extent of one quarter, shall not receive any publications or other material and information from the corporation until reinstatement of membership by the Board of Directors.
Section 5. Resignation of Membership.
Any member not in default of payments owed to the corporation may resign by providing the Executive Director with 60 days written notice. Said resigning member shall be and remain liable for the payment of all dues or assessments incurred for the calendar year in which the resignation is accepted. The Board of Directors may provide, however, for the payment of a lesser amount than the full calendar year’s dues and assessments upon good cause, in the opinion of the Board of Directors, being shown by the resigning member as to why the resigning member should not be so obligated.
Section 6. Suspension or Expulsion from Membership for Cause; Due Process.
Any member, after having been provided with a written statement of charges against it as grounds why said member should be suspended or expelled from the corporation and after said member has been granted a reasonable due process opportunity to be heard by the Board of Directors, may be suspended or expelled from membership by a two-thirds vote of the Board of Directors for violation of these By-laws or for conduct found to be prejudicial to the best interests of the corporation.
Section 7. Proxy.
A member who is entitled to vote may vote through the company’s representative or by written proxy to another member.
ARTICLE V.
BOARD OF DIRECTORS
Section 1. Management of Corporation and Membership of Board of Directors.
The affairs of the corporation shall be managed by a Board of Directors which shall consist of three or more Directors. At the Annual Meeting of the corporation, one representative from each Active Member shall be named to the Board of Directors by said Active Member for a one-year term. The representative shall be a senior executive of said Active Member who is authorized to act on behalf of said Active Member. A representative may designate in writing an alternate executive from the same Active Member to represent said Active member at specific Board meetings with authority to act on behalf of said Active Member. No Director may act by proxy to another Director on any matter. Representatives of Associate Members shall not be members of the Board of Directors.
Section 2. Meetings.
The Board of Directors shall meet up to four times a year at such times and places as may be determined by the Board of Directors. The Fall meeting of each year shall be designated as the Annual Meeting of the Board.
Section 3. Annual Meeting.
At the Annual Meeting the Board of Directors shall (a) elect the officers of the corporation, (b) approve the budget and policy proposals, (c) make appointments and receive reports from the Executive Committee, Executive Director, and committees, (d) vote upon applications for membership, and (e) consider such other matters as may properly be brought before the Board.
Section 4. Notice of Meetings.
The Executive Director shall notify the Board of Directors in writing of the times and places of the meetings of the Board of Directors.
Section 5. Special Meetings.
Special meetings of the Board may be called by the President, the Executive Committee, or upon written request to the President by two-thirds of the Active Members of the corporation. Notice of any special meeting shall be given by the Executive Director at least ten days in advance, with a statement of time, place, and information as to subjects to be considered.
Section 6. Vacancies; Removal.
In the event of a vacancy on the Board of Directors, the Active Member shall designate another representative from the company to fill the unexpired term. A representative of an Active Member on the Board of Directors may be removed for good cause by a two-thirds vote of the Board of Directors.
Section 7. Executive Committee of Board of Directors.
The President, Vice President, Secretary/Treasurer and the Immediate Past President of SMI shall compose the Executive Committee of the Board of Directors. The Executive Committee, between meetings of the Board, shall exercise such powers and perform such duties as may be delegated to it by the Board. Any action taken by the Executive Committee shall have the same force and effect as action taken by the Board of Directors.
Section 8. Informal Action by Directors.
Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.
Section 9. Telephone Conference Meeting.
Whenever, in the judgment of the President or a majority of the Board of Directors, any business shall arise for a vote of the Board and it is deemed inexpedient to call a special meeting under Section 5 of this Article or to transact said business as an informal action under Section 8 of this Article, the Board may transact said business through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
ARTICLE VI.
OFFICERS
Section 1. Officers.
The officers of the corporation shall be the President, Vice President, Secretary-Treasurer and Executive Director who shall hold office for two-year terms or until their successors have been duly selected, and who, with the exception of the Executive Director, must be Directors.
Section 2. Selection of Officers.
The Officers, with the exception of the Executive Director, shall be representative senior executives of Active Member companies and shall be selected at the Annual Meeting of the Board of Directors every two years by rotation of the Active Member companies. The basis of rotation shall be the alphabetical list of names of companies that are Active Members of the corporation as of September 1, 1993. Active Members elected after the aforesaid date shall be added to the end of the alphabetical rotation list. The Officers shall progress from Secretary/Treasurer to Vice President to President. The Executive Director shall be appointed by the Board of Directors at the Annual Meeting of the Board every two years, and may be employed by a corporation retained to provide management services as further provided in Article VI, Section 7.
Section 3. Vacancies.
A vacancy in the office of Secretary-Treasurer, Vice President or Executive Director shall be filled by special election by the Board of Directors unless decided otherwise by the Board of Directors. In the event of a vacancy in the office of President, the Vice President shall assume the office of President.
Section 4. President.
The President shall preside at all meetings of the corporation, the Board of Directors and the Executive Committee. The President shall have general supervision of the affairs of the corporation. He shall perform such other duties as may be specified elsewhere in these Bylaws or assigned to him by the Board of Directors.
Section 5. Vice President.
The Vice President shall assist the President in the performance of his duties and, during the absence or disability of the President, shall exercise all powers and discharge all the duties of the President. The Vice President shall perform such other duties as may be specified elsewhere in these Bylaws or assigned to him by the Board of Directors.
Section 6. Secretary-Treasurer.
The Secretary-Treasurer shall be responsible for, and may supervise and delegate to, the Executive Director, the custody of the books, records, funds and assets of the corporation, and further shall supervise the keeping of proper books of account, which shall be open to inspection, for any proper purpose at any reasonable time, by any member of the corporation entitled to vote. The Secretary-Treasurer shall see to it that the funds of the corporation shall be kept in a bank approved by the Executive Committee and in the name of the corporation. Such funds shall be disbursed by the Secretary-Treasurer as the Board of Directors may prescribe. The Secretary-Treasurer and/or an Assistant Secretary-Treasurer shall, at the corporation’s expense, provide a bond issued by a surety company for the faithful performance of duties in such amount as may be required by the Executive Committee. The Executive Director shall be designated to be an Assistant Secretary-Treasurer to sign and issue checks in amounts as authorized, from time to time, by the Board of Directors. Checks in excess of the amount authorized for execution by the Executive Director shall be executed by the Secretary-Treasurer.
Section 7. Executive Director.
The Executive Director shall manage the day-to-day affairs of the corporation. He shall keep or cause to be kept the minutes and books and records of the corporation. Copies of the agendas and minutes of each meeting of the members, the Board of Directors, the ExecutiveCommittee and any other committee of the corporation shall be sent to each member by the Executive Director. With the approval of the Executive Committee, the Executive Director shall be responsible for the supervision of an adequate working staff. The Executive Director may be employed by a corporation retained to provide management services, and shall be bonded at the expense of the corporation to the extent deemed necessary and proper by the Board of Directors.
Section 8. Other Offices and Agents.
With the approval of the Board of Directors, the Executive Committee may appoint such other officers and such agents and counsel as may be judged proper, and may prescribe their duties and fix their compensation and the amount of bonds, if any.
ARTICLE VII.
CORPORATION MEETINGS
Section 1. Annual Meetings.
The Annual Meeting of the membership and the Annual Meeting of the Board of Directors shall be conducted in the Fall of the year at a specific time and place as may be determined by the Board of Directors. At the Annual Meeting, the membership shall receive annual reports and conduct any other business as may be properly brought before the membership.
Section 2. Special Meetings.
Special meetings of the membership may be called by a two-thirds vote of the Board of Directors, the Executive Committee or members upon notice to the Executive Director.
Section 3. Notice of Meetings.
The Executive Director shall notify members in writing of all meetings, both regular and special. The notification shall state the time and place of the meeting and shall be mailed to the last recorded address of each member not less than 10 nor more than 60 days prior to the meeting.
Section 4. Rules.
The Board of Directors may, by resolution, prescribe the order of business at meetings of the Board and meetings of the membership. Except as otherwise provided in these By-laws, Robert’s Rules of Order, the latest edition, shall govern any question of parliamentary procedure.
Section 5. Voting.
Each member shall have one vote at any regular or special meeting of the corporation. Each member shall designate one official representative to cast its vote. At all meetings of the members of the Board of Directors, Executive Committee, any other committee, or of the membership meeting in classes or as a whole, a majority vote of those entitled to vote at a meeting which a quorum is present shall be the act of said meeting, unless the vote of a greater number is required by the Articles of Incorporation, the Bylaws, or applicable law.
Section 6. Quorum.
At all meetings of the members of the Board of Directors, Executive Committee, any other committee, or of the membership meeting in classes or as a whole, a majority shall constitute a quorum.
ARTICLE VIII.
COMMITTEES
Section 1. Selection.
The Board of Directors shall establish such standing or ad hoc committees of the corporation as the Board deems necessary and proper. The Executive Committee of the Board shall appoint all members of any such committees and may appoint new or additional committee members as the Executive Committee deems necessary and proper. Committee members need not be affiliated with Active or Associate Members of the corporation.
Section 2. Committee Officers.
The Executive Committee shall appoint for each committee a Chairman and at least one Vice Chairman. The Executive Committee of the Board of Directors shall determine the responsibilities and scope of authority (which shall be limited strictly to actions expressly approved by SMI’s President or Executive Committee or Board of Directors) of the Chairman and Vice Chairman of each committee. Committee Chairmen and Vice Chairmen shall hold office until the appointment and qualification of their successors or until the Committee is dissolved. The Executive Committee, at the request of the Chairman of any committee, may appoint additional members to such committee.
Section 3. Technical Committee.
The voting membership of the Technical Committee shall be composed of members from the Active Membership class and the Associate Membership class. In addition to the position of Chairman and Vice Chairman, the Technical Committee shall also have a position of Science Director, whose responsibilities and scope of authority (which shall be limited strictly to actions expressly approved by SMI’s President or Executive Committee or Board of Directors) shall be determined by the Executive Committee of the Board of Directors. The Chairman or Vice Chairman may serve as Science Director with the approval of the Executive Committee. The purpose of this committee shall be to address and advance the interests of the corporation and its members regarding improving the scientific understanding of the technical properties of sorptive minerals and increasing the efficiency and productivity of the members in dealing with sorptive minerals.
Section 4. Government Relations Committee.
The voting membership of the Government Relations Committee shall be composed of members from the Active Membership class and the Associate Membership class. The purpose of this committee shall be to address and advance the governmental interests and relations of the corporation and its members.
Section 5. Other Committees.
Any group of members of the corporation may form, with the consent of the Executive Committee, a committee for the purpose of fostering the particular interest of such group.
ARTICLE IX.
FINANCIAL; BOOKS AND RECORDS
Section 1. Fiscal Year.
The fiscal year of the corporation shall be on a calendar year basis and end on December 31.
Section 2. Establishment of Dues and Assessments.
The Board of Directors shall fix and determine the dues for the operation of the corporation to be paid by the Active Members and Associate Members on a fiscal year basis. The Board of Directors may adjust the amount of dues during the fiscal year as necessary and appropriate. The Board of Directors may institute specific assessments for specific matters as necessary and appropriate.
Section 3. Payment of Dues.
Dues for Active Members shall be paid quarterly in advance of the applicable quarter. Dues for Associate Members shall be paid annually in advance of the beginning of the fiscal year.
Section 4. Contracts.
The Board of Directors may authorize any Officer or Officers, agent or agents of the corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 5. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such Officers, agent or agents of the corporation and in such manner as authorized by these Bylaws or as shall from time to time be determined by resolution of the Board of Directors.
Section 6. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 7. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, or bequest for the general purposes or for any special purpose of the corporation.
Section 8. Books and Records.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and every committee of the corporation.
Section 9. Audits.
The corporation shall have an annual audit conducted of its financial accounts and records, in the manner to be determined by the Board of Directors.
ARTICLE X.
WAIVER OF NOTICE
Section 1. Written Waiver.
Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not For Profit Corporation Act, as amended, or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
Section 2. Attendance.
Attendance at any meeting shall constitute waiver of notice thereof, unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
ARTICLE XI.
AMENDMENTS TO BYLAWS
Section 1. Board Vote and Notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of two-thirds of the entire Board of Directors at any meeting thereof or by the unanimous written consent of the entire Board, provided that at least 5 days notice of any such proposed changes is provided to the Board.
ARTICLE XII.
INDEMNIFICATION
Section 1. Rights.
The corporation shall indemnify any Officer, Director, committee member and agent of the corporation to the full extent permitted by the Illinois General Not For Profit Corporation Act, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors of the corporation. The foregoing right of indemnification shall not be deemed exclusive of any other rights of indemnification to which those indemnified may be entitled under any provision of state law or otherwise.
ARTICLE XIII.
LIMITED LIABILITY
Section 1. Limited Liability of Directors and Officers.
Pursuant to the Illinois General Not For Profit Corporation Act, as amended, no Director or Officer serving without compensation, other than reimbursement for actual expenses, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such Director or Officer unless the act or omission involved willful or wanton conduct.
As amended August 14, 2003