ARTICLE 1 – INTRODUCTION
SECTION 1. Name
This organization shall be known as The Sales Association of the Chemical Industry, Inc.
SECTION 2. Mission
A. To create networking opportunities for sales and marketing professionals in the chemical industries
B. To be its member’s primary resource for business and professional networking opportunities
C. To be recognized as a leading source of opportunities for networking in the chemical industries
D. To be financially secure and stable
ARTICLE II – MEMBERSHIP
SECTION 1. Classes and Qualifications
A. Active membership may be granted to anyone at least 21 years of age who has held any of the following positions in the chemical industry prior to their application for active membership
a. A salesperson, sales manager, or an executive officer directly employed in sales marketing for a chemical manufacturer.
b. A salesperson, sales manager, or an executive officer directly employed in sales or marketing for an authorized sales agent or distributor of a chemical manufacturer.
c. An owner or a representative of a business publication or an advertising agency devoted to the interests of the chemical industry.
d. A purchasing agent directly employed by a chemical manufacturer, distributor, or allied trade.
e. A salesperson, sales manager or an executive officer directly employed in sales or marketing of an allied trade.
B. Honorary membership may be granted by the unanimous vote of the Board of Directors to those persons who have rendered distinguished service to the chemical industry or to this Association. Honorary members shall not be subject to initiation fees, dues, or assessments and shall enjoy all the privileges of active members except voting and serving on the Board of Directors.
C. Emeritus membership may be granted by action of the Board of Directors, upon request to the Board by members who have reached minimum age of fifty-five (55) and have retired from active business or have become incapacitated, provided that they shall have been active members in good standing for at least ten (10) years prior to their application for emeritus membership. Emeritus members shall not be subject to dues or assessments and shall enjoy all the privileges of active members except voting and serving on the Board of Directors.
D. Associate membership may be granted to anyone meeting the qualifications of active membership but whose principal place of business is outside the current geographic area covered by SACI, as determined by the Board of Directors. Associate members shall enjoy all the privileges of active members except voting or serving on the Board of Directors
SECTION 2 – Election of Members
A. A candidate for membership shall be proposed and seconded by two members.
B. Lists of the names of candidates whose applications for membership have been processed and approved by the Committee of Admissions shall be submitted periodically to the Board of Directors for approval. The Board of Directors shall vote on the applications submitted. The negative vote of a majority of the Directors present at a meeting at which there is a quorum shall be sufficient to reject a candidate. SACI will notify each candidate of the rejection of his application by the Board of Directors.
C. Candidates for membership whose applications have been approved by the Board of Directors shall be notified by SACI of their acceptance.
D. Where an application is submitted, the initiation fee will be included with the application. Current annual dues will be paid thirty (30) days after the notice of acceptance is received.
E. Members-elect who fail to pay current annual dues within thirty (30) days after the receipt of the notice of acceptance of their applications shall thereby forfeit their right to membership and their initiation fee and shall not be eligible to reapply for membership until at least one year has elapsed after the date of original application for membership was accepted by the Board of Directors.
SECTION 3. Initiation Fees and Dues
A. Resignations shall be made in writing to the secretary who shall present them to the Board of Directors for acceptance or rejection. Resignations which are accepted by the Board of Directors shall become effective at the end of the current dues paid period, unless the resignation indicates otherwise.
B. No resignation of an active or associate member shall be accepted if such a member is indebted to the Association, but it shall constitute a forfeiture of his membership.
C. Active or associate members who resigned while they were memberships in good standing maybe be reinstated, subject to the provisions of Article II, Section 1 (A), provided that current annual dues are paid. Initiation fees shall be waived.
D. Active or associate members who forfeited their membership by reason of unpaid dues or otherwise maybe be reinstated, subject to the provisions of Article II, Section 1(A), provided that all indebtedness to the Association when their membership was forfeited, initiation fees, and current annual dues are paid.
E. Where the job status of a member shall change from that current when he or she was admitted, such change my be referred to the Committee on Admissions for its review of the member’s continued eligibility and that Committee shall submit its findings to the Board of Directors.
ARTICLE III – OFFICERS, DIRECTORS-AT-LARGE, AND BOARD OF DIRECTORS
SECTION 1. Composition and Term of Office
A. The Officers shall be a President, an Ex-Officio, a treasurer, and a Secretary. Their term of office will be for one (1) year. The treasurer shall automatically succeed to the office of President upon the completion of the President’s term without being elected to that office by a vote of the members. An Officer who has served a full term shall be ineligible for re-election to that office, although such an Officer shall be immediately eligible to serve in a higher office; a prerequisite to serve in this capacity would be to have prior directorship or committee chairpersonship service.
B. The Directors-at-Large shall be eight (8) members who are not Officers. All Directors-at-Large shall serve for two (2) years.
C. The Officers and the Directors-at-Large shall compose the Board of Directors, totaling twelve (12).
D. Vacancies on the Board of Directors, including Officers, shall be filled by action of the Board of Directors. Such newly appointed Directors shall serve until the next annual election of induction meeting, when such vacancies shall be filled in the manner provided in Article V, Section 2, or by voice vote of the active members present at the annual election and induction meeting. If Officers or Directors are unable to fulfill all the duties of their office, then resignation should be mandatory. Following this action, a successor is to be selected via a succession order as determined by a majority vote of the Board of Directors.
E. An Officer or Directory-at-Large who has served a full term may not be eligible for a re-election as a Director until a period of one (1) year has elapsed, although such a Director-at-Large shall be immediately available to serve as an Officer.
SECTION 2. Duties of Board of Directors
A. The Board of Directors shall manage the affairs, funds, and property of the Association and shall:
a. Authorize and Direct the Management Association to obtain bonds or other equal coverage for Directors, members of committees and others who are authorized to receive, deposit, disburse, or invest funds of the Association;
b. Designate the banks or other institutions in which the funds of the Association shall be deposited;
c. Accept or reject candidates for membership;
d. Accept or reject resignations;
e. Select candidates for election to the Nominating Committee;
f. Fix the amount of annual dues and initiation fees.
B. A majority of the Board of Directors shall constitute a quorum. Unless other wise provided in the Constitution and By-Laws, the affirmative vote of a majority of the Directs at which there is a quorum shall constitute action of the Board of Directors.
C. The failure of a Director to attend three (3) consecutive meetings of the Board of Directors shall constitute a resignation of such director from the Board of Directors. Such Director may be reinstated by action of the Board of Directors, provided that an acceptable explanation of his or her absences is given.
SECTION 3. Duties of Officers
A. The President shall:
a. Be Chairperson of the Board of Directors and preside at all meeting of the Board of Directors and the members;
b. Appoint members and chairpersons of committees (except where otherwise provided in the Constitution and By-Laws);
c. Perform the duties of the Treasurer in the absence of the Treasurer;
d. With Board approval, contract for the services of an individual, organization, or agency that would be desirable for the effective administration of the Association;
e. Present at the annual meeting a report, verified by a majority of the Directors and filed with the records of the Association and an abstract thereof entered in the minutes of the annual meeting showing:
i. The amount and location of all real and personal property owned by the Association;
ii. Where and how such property is invested;
iii. The amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition thereof;
iv. The amount of money applied, appropriated, or expended during the year immediately preceding such date, and the purposes, objects, or persons to and for which such applications, appropriates, or expenditures were made;
v. The names and addresses of the persons admitted to membership during such year.
B. The Ex-Officio shall, in the absence of the President, perform the duties of the President.
C. The Treasurer shall:
a. Receive and collect all funds on behalf of the Association, except where otherwise provided in the Constitution and By-Laws;
b. Make deposits and invest funds as directed by the Board of Directors
c. Sign checks for all disbursements authorized by the Board of Directs except where otherwise provided in the Constitution and By-Laws.
d. Submit a financial report to the Board of Directors in each quarter; submitted a preliminary unaudited financial report for the fiscal year to the members at the annual election and induction meeting;
e. Maintain books and records in such sufficient detail as may be required by the Board of Directors, the Auditing Committee, and the Certified Public Accountant;
f. Send out notices of annual dues thirty (30) days prior to the fiscal year for the ensuing fiscal year;
g. Transfer such operating funds to committees via budget designation at the beginning of the fiscal year as are authorized by the Board of Directors; and arrange for the transfer of funds from committee accounts to the general fund of the Association at the end of the fiscal year;
h. Perform the duties of the President in the absence of the President and the Ex-Officio.
D. The Secretary shall
a. Record the proceedings of all meetings of the Board of Directors and the members in a minute book provided for that purpose;
b. Send out notices of all meetings of the Board of Directors and the members;
c. Conduct the general correspondence;
d. Arrange for an annual audit of the books and records of the Association by a certified Public Accountant within three (3) months after the end of the fiscal year;
e. Perform the duties of the president in absence of the President, Ex-officio, and Treasurer.
SECTION 4. Indemnification and Anti-Trust Policy
A. Each directors, each Officer, and each member of a committee shall be indemnified by the Association against all costs, expenses, and liabilities (including attorney’s fees) imposed upon or reasonably incurred by him, whether than in office or not, in connection with any action, suit, or proceeding (including any settlement or compromise thereof) to which he may be made or named as a party by the reason of his being or having been a Director, Officer, or member of a committee, or by a reason of any action alleged to have been taken or omitted by him in any such capacity except in relation to matters as to which it shall be finally adjudged in such action, suit, or proceeding that he is liable for negligence or misconduct in the performance of his duties as such Director, Officer, or member of committee. If any such action, suit, or proceeding shall be settled or compromised 9wether or not with court approval) and if such settlement or compromise is of an action, suit, or proceeding which involves, in the opinion of independent counsel, a substantial issue of negligence or misconduct in the performance of his duties as such Director, officer or member of a committee, the indemnification herein provided shall not included
a. Any sums paid or payable by any such Director or member of a committee to the Association in settlement of a compromise of any such action, suit, or proceeding
b. Any sums paid or payable by him otherwise than to the Association in settlement or compromise of any such action, suit, or proceeding in excess of the estimated costs and expenses of continuing such litigation to final determination.
Such right of indemnification shall extended to the heirs, executors, and administrators of each such Director, Officer, or member of a committee and shall not be deemed exclusive of any other rights to which such Director, Officer, or member of a committee (or his heirs, executors, and administrators) may be entitled as a matter of law or any indemnification which may be provided by the vote of the active members of the Association at any meeting called for the purpose.
No persona shall be liable to the Association on account of any action taken or omitted to be taken by him in good faith while a Director, Officer, or member of a committee, if such person
a. Exercised or used the same degree of care and skill s a prudent person would have exercised or used under the circumstances in the conduct of his own affairs, or
b. Took or omitted to take such action in reliance upon advice by counsel for the Association, or upon reports made or information furnished by Officers or employees of the Association or by accountants, auditors, engineers, appraisers, or other experts retained by the Association, or upon books of account or other records of the Association.
D. SACI Antitrust Policy
It is the established policy of The Sales Association of the Chemical Industry, Inc., and all of its operating committees to conduct their operations in strict compliance with the antitrust laws of the . SACI’s antitrust policy prohibits any discussions which constitute or imply an agreement or understanding concerning:
a. prices, discounts, or terms of conditions of sales;
b. profits, profit margins, or cost date;
c. market shares, sales territories, or markets;
d. allocation of customers or suppliers;
e. selection, rejection, or termination of customers or supplies;
f. restricting the territory or markets in which a company may sell; or
g. any matter which is inconsistent with the proposition that each member company of SACI must exercises its independent business judgment in pricing its services or products, dealing with tits customers and supplies, and choosing the markets in which it will compete.
ARTICLE IV – MEETINGS
SECTION 1. Introduction
Meetings of the SACI Executive Committee, Board of Directors, and all “Standing Committees” shall be conducted pursuant to agendas distributed to attendees; minutes of these meetings shall be distributed to attendees promptly. Actions taken at these meetings will be reported to the membership on a regular basis.
SECTION 2. Regular and special Meetings
A. The Board of Directors shall meet at least once in every calendar quarter at a time and place designated by the President. The President shall call a special meeting of the Board of Directors when such a meeting is requested in writing to the Secretary by three (3) or more Directors. The President may at his discretion, call a special meeting of the Board of Directors.
B. An annual meeting of the members shall be held in the fall (autumn), at a time and place designated by the Board of Directors. At that meeting, the members who have been elected to the Nominating Committee shall be announced, and the President shall present the annual report on behalf of the Directors.
C. The annual election and induction meeting of the members shall be held in March at a time and place designated by the Board of Directors. Reports of the Board of Directors, Treasurer, and the committees shall be read or published at that meeting.
D. The President shall call a special meeting of the members when he is requested to do so by a majority of the Directors present at a meeting of the Board of Directors at which there is a quorum. The President shall also call a special meeting of the members within sixty (60) days of the receipt by the secretary of a written petition for such a meeting signed by at least twenty-five (25) active members in good standing.
E. Twenty-five (25) members shall constitute a quorum at all meetings of the members.
ARTICLE V – ELECTION OF OFFICERS AND DIRECTORS-AT-LARGE
SECTION 1. Nominating Committee
A. During the June meeting of each year, the Board of Directors shall select seven (7) candidates, from whom consent to serve has been obtained, for the Nominating Committee
SECTION 2. Officers and Directors-at-Large
A. Within thirty (30) days after the fall meeting of the membership, the Nominating Committee shall select candidates for Treasurer and Secretary, and for as many Directors-at-Large as shall be necessary to fill vacancies on the Board of Directors, and shall send a list of the candidates selected to the Secretary. Al candidates shall be selected in accordance with qualifications as outlined in Article II, Section 1.
B. Within ten (10) days thereafter, the Secretary shall mail a list of the candidates to the entire membership.
C. Within fifteen (15) days after such mailing, twenty-five (25) or more active members in good standing may nominate additional candidates by filing a petition, signed by them, with the Secretary.
D. Within ten (10) days thereafter, the Secretary shall mail a ballot to active members containing a final list of candidates. Such ballots, signed and sealed, shall be returned to the Chairperson of the Tellers Committee within ten (10) days after the date of receipt thereof.
E. The Tellers Committee shall tabulate the votes and make a written report to the President and the secretary indicating the results. The candidate for each office who receives the highest number of votes shall be elected to that office.
ARTICLE VI – STANDING COMMITTEES
SECTION 1. Introduction
A. The President shall appoint the Chairperson and approve of the members of each of the following committees (except where otherwise provided in the Constitution and By-Laws).
SECTION 2. Responsibilities
A. Receive and collect all funds with respect to the functions arranged y the Committee; receive operating funds at the beginning of each fiscal year from the Treasurer of the Association in an amount authorized by the Board of Directors;
B. Deposit all funds received by the Committee in banks or other institutions designated for that purpose by the Board of Directors, which funds may be deposited in the name of the individual followed by the description, e.g., “Treasurer, Activities Committee, The Sales Association of the Chemical Industry, Inc.;” file with such banks or other institution copies of any resolutions of the Board of Directors or of the minutes of its meetings, indicating his appointment to the office of Treasurer of the Committee;
C. Disburse funds and sign checks to satisfy obligations incurred by the Committee and within the scope of the authority granted to it by the Board of Directors;
D. Maintain such records as may be required by the Board of Directors and the Certified Public Accountant;
E. Submit to the Treasurer of the Association, a financial statement for each function and present a complete financial report at the annual election and induction meeting; and
F. Transfer to the general funds of the Association at the end of each fiscal year all of the funds then remaining in the Committee accounts.
SECTION 3. Admissions
A. The Committee on Admissions shall be composed of not less than two (2) active members
B. The Committee on Admissions shall process all applications for membership in the Association and shall periodically furnish the Board of Directors with a list of such applications together with the Committee’s recommendations. They shall also be responsible for promoting and retaining new membership.
SECTION 3. Activities
A. These committees shall, each, be composed of not less than three (3) active members
B. Such committees shall arrange such programs, as are authorized by the Board of Directors.
SECTION 4. Golf
A. Such golf outing
SECTION 5. Fellowship
A. The Fellowship Committee shall be composed of not less than two (2) active members
B. Such Committee has the following responsibilities:
a. Arrange the Annual Luncheon meeting in the fall (autumn) and the Annual Induction Luncheon meeting in March;
b. Implement the Professional-of-the-year Award and its presentation at the October annual meeting.
c. Arrange for appropriate expressions of SACI concern for Officers, Directors, Committee Chairpersons and members who are incapacitated or recently decrease. Deaths of members are observed by the members with a moment of silence at the Annual Meetings.
SECTION 6. Publicity / Slants
A. The Publicity Committee shall be composed of not less than two (2) active members.
B. The Publicity Committee shall release bulletins and general information concerning the activities of the Association and encourage publications and other media to support the Association. Bulletins affect basic policies of the Association shall not be released without the approval of the Board of Directors.
C. Publish the SACI Slants as authorized by the Board of Directors
A. The Tellers Committee shall be composed of two (2) active members other than Directors whose duties include tabulating and reporting the results of any elections ordered by the Board of Directors.
B. The Tellers Committee shall perform the duties set forth in Article V and such other similar duties which the Board of Directors may, from time to time, delegate to it.
ARTICLE VII – AMENDMENTS
The Constitution and By-laws of this Association may be amended, in whole or in part, by the affirmation vote of two-thirds of the active members present at an annual meeting or at a special meeting called for that purpose, provided that written notice of such amendments has been given to the active members at least two (2) weeks prior to such annual meeting or such special meeting called for that purpose.
The Board of Directors shall, from time to time, review the Constitution and By-Laws of the Association and at least once every five (5) years, shall appoint a Constitutional Revision Committee to study and make recommendations with respect to the Constitution and By-Laws.
An Affirmative vote by a majority of the Directors present at a meeting at which there is a quorum (at least nine) shall be necessary prior to any amendments to the Constitution or its By-Laws being presented to the membership for vote.
ARTICLE VIII – RULES OF ORDER
Robert’s Rules of Parliamentary Order, not in conflict with the Constitution and By-Laws of this Association, shall govern the procedure of all meeting of the Association.