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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.
- 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.
- 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
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