By-Laws ARTICLE I
The name of this Association shall be the American Fiber Manufacturers Association, Inc.
The term manufactured fiber industry as used herein shall refer to and mean firms, corporations, and divisions of corporations, engaged in the production of manufactured fibers in the United States.
Manufactured fibers as used herein shall refer to and mean fibers, filaments or fibrous structures formed by extrusion of natural or synthetic polymers.
Purposes and Objectives
Section 1. The purposes and objectives of this Association shall be to aid in promoting the interests of the domestic U.S. fiber industry with the general public and government agencies, and to advise and cooperate with the Government of the United States on all matters related to the industry. No right or power set forth herein shall be exercised by the Board which would disqualify the Association as an organization exempt from Federal income tax under §501(c)(5) of the IRS Code.
Section 2. In furtherance of these purposes and objectives, but not in limitation thereof, the Association shall have power:
- To cooperate with government agencies and technical organizations and to provide such agencies and organizations with factual information concerning the industry and its products.
- To distribute to the general public, schools, consumer groups, and other individuals and organizations statistical and other information concerning the uses and properties of the products of the industry.
- To collect and report to its members and to the general public information relating to legislative and other governmental activities relating to the industry.
- To conduct trade promotion activities, including advertising and publicity.
- To disseminate information of economic, social and governmental character on matters affecting the industry, to analyze subjects relating thereto, and to secure and present the views of the members to other organizations, the government, and the public.
- To engage in any lawful activities which will enhance the progress and well-being of the industry and apprise the public of its scope and character.
Section 1. Eligibility. Any firm, corporation, or division of a corporation engaged in the manufactured fiber industry as defined herein is eligible to become a member of this Association; provided that no more than one division of any such corporation shall be so eligible, and further provided that no firm, corporation, or division of a corporation otherwise eligible, which controls or is controlled by, or is under common control with a member shall be so eligible; nor shall any employee of any member be so eligible. For the purpose of this section, ownership of more than 50% of the voting stock of a corporation shall be deemed to constitute control.
Any member which ceases to meet the eligibility requirements shall terminate membership in the Association by withdrawal or upon action of the Board of Directors. No such termination of membership shall relieve such member of any obligations or dues of such member to the Association, including all obligations and dues for the fiscal period in which the termination occurs, nor shall it relieve such member of any assessments made against such member prior to the date of termination.
Section 2. Voting. Each member shall be entitled to one vote which may be cast at any meeting, whether in person, by telephone, video, proxy, in writing.
Each member shall appoint and certify to the Secretary of the Association its representative to the Association who shall represent, vote, and act for the member in all of the affairs of the Association. Each member also may appoint and certify to the Secretary of the Association alternate representatives empowered to vote and act for the member in all the affairs of the Association.
Except as otherwise provided in these By-Laws or by law, the vote of a majority of the members of the Association shall be an act of the members of the Association.
Section 3. Commencement of Membership. Any firm, corporation, or division of a corporation eligible for membership as provided in Section 1 shall become a member, upon making written application there for, and upon payment to the Treasurer of the Association of the dues and assessments for the then current fiscal period and of any prior unpaid obligations owing to the Association, by itself or by its predecessor.
Section 4. Withdrawal. Any member wishing to withdraw from the Association shall give to the Secretary written notice of its intention to do so. Such withdrawal shall be effective upon the expiration of the quarter of the year during which the notice is tendered or upon payment of all obligations, dues, and assessments of such member to the Association, including all obligations and dues for the fiscal quarter year of the Association in which such written notice is so given and all assessments made prior to the receipt by the Association of such written notice and upon delivery to the Treasurer of any and all property of the Association in the possession of such member. All rights and privileges of membership shall terminate upon the expiration of membership.
Section 5. Associate Members. Associate membership for companies engaged in significant commercial supply relationships with the U.S. manufactured fiber industry may be established under criteria approved by the Board of Directors.
Section 1. Fiscal Year. The fiscal year of the Association shall be January 1 to December 31.
Section 2. Payment of Dues. The Board of Directors shall establish dues and assessments in such amounts and for such periods as may be determined by resolution. All such dues and assessments may be imposed at such time and by such methods of payment as the Board of Directors may prescribe.
Section 3. Failure to Pay Dues. Any member who fails to pay its dues shall forfeit all rights and privileges of membership at the end of the quarter following the quarter during which the failure to pay dues occurred. Termination of a member is subject to review by the Executive Committee of the Association.
Meeting of Members
Section 1. Annual. There shall be an annual meeting of members of the Association on a date approved by the Board of Directors, for election of officers and members of the Executive Committee and the Board of Directors, for receiving annual reports of Standing Committees, and the transaction of other business. Notice of such meeting, specifying the time and place thereof, signed by the Secretary or other officer designated by the Board of Directors, shall be communicated to each member in accordance with Section 3 of this Article.
Section 2. Special. Special meetings of members of the Association may be called at any time, by the Chairman or a majority of the Board of Directors, in accordance with Section 3 of this Article, with a statement of the time and place and the information as to the subject or subjects to be considered.
Section 3. Notice. Any notice required by this Article shall be communicated to each member on not less than ten (10) days notice prior to the meeting.
Section 4. Attendance by Communications Equipment. Members of the Board of Directors or any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.
Section 5. Quorum. A majority of all the members of the Association shall constitute a quorum.
Board of Directors
Section 1. Membership and Term of Office. The management, affairs, business, and concerns of the Association shall be vested in a Board of Directors. The number of Directors shall equal the number of members. The Directors shall be elected for one year and until their successors are elected, and shall upon election immediately enter upon the performance of their duties.
Section 2. Eligibility and Election. Directors shall be elected at the meeting of the Board of Directors immediately following Section 2 of Article IV, and at each annual meeting thereafter.
Section 3. Vacancies. Any vacancy among the members of the Board of Directors may be filled until the next annual meeting of the Association by the Board or, if not filled by the Board, by the members of the Association at a regular or special meeting. The term "vacancy" as used in this Section shall include any directorship which is unfilled as a result of the death, resignation, removal or disqualification of a Director or which occurs by the admission of a new member of the Association who shall have appointed and certified to the Secretary of the Association its representative to the Association.
Section 4. Duties. The Board of Directors shall have control of the management of the affairs of the Association with authority to do everything necessary and desirable in the conduct of the business of the Association, and in accordance with its By-Laws.
Section 5. Meetings. The Board of Directors shall elect officers at each Annual Meeting of Members. Additional meetings of the Board of Directors shall be held upon call of the Chairman. The Chairman, at the request in writing of two (2) members of the Board, setting forth subjects proposed for consideration of the Board, shall issue a call for a special meeting of the Board, setting forth the subjects to be considered.
Section 6. Quorum. Except as otherwise provided herein or by law, a majority of the Board shall constitute a quorum for the election of officers and all other purposes and the action of a majority of the Directors at a meeting at which a quorum is present shall constitute the action of the Board.
Section 7. Polls. An informal poll of the Directors may be taken by the Chairman in lieu of the formal voting procedure described herein. However, all contested Board actions shall require a formal vote.
Section 1. The officers of the Association shall be a Chairman, a Vice-Chairman, a President, a Vice-President, a Treasurer, Secretary, and such other officers as may be elected from time to time by the Board of Directors. The officers shall be elected annually by the Board of Directors to hold office at the pleasure of the Board of Directors or until such time as their respective successors are duly elected and take office. Any individual may be elected to hold one or more office. Any officer may be removed from office at any time, with or without cause, by the vote of a majority of the Board of Directors.
Section 2. Chairman. The Chairman shall be the Chief Executive Officer of the Association, and shall preside at all meetings of the Board of Directors. The Chairman shall have general and active supervision of the affairs and activities of the Association as authorized by the members or directed by the Board; and shall have such other powers and duties as the Board shall from time to time prescribe. The Chairman shall have the general supervision and direction of the other officers of the Association.
Section 3. Vice-Chairman. The Vice-Chairman shall, in the event of the death or absence of the Chairman or his inability to act, exercise all the powers and perform all the duties of the Chairman. The Vice-Chairman shall act as Chairman of the Executive Committee.
Section 4. President. The President shall be the chief operating and administrative Officer of the Association and shall perform such duties as may be assigned from time to time by the Chairman.
Section 5. Vice-President. The Vice-President shall, in event of the death, inability to act, or absence of the President, exercise all the powers and perform all the duties of the President.
Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors. The Secretary is responsible for giving due notice of all such meetings for the recording of the proceedings of such meetings, which shall be distributed to each member of the Association.
The Secretary shall also perform such other duties as may be delegated from time to time by the Chairman or the President.
Section 7. Treasurer. The Treasurer is a member of the Board and shall recommend the Association's budget to the Board and provide regular reports as to the financial performance of the Association. The Treasurer shall have access to all financial records of and disbursements by the Association upon request. The Treasurer shall perform other duties as may from time to time be assigned to him by the Chairman.
Section 1. Appointment. The Board of Directors may create such committees with such duties and functions as it may from time to time determine. Committee members shall be appointed by the individual members of the Association.
Section 2. Executive Committee. There shall be an Executive Committee consisting of the Chairman, the Vice-Chairman (who shall serve as Chairman of the Executive Committee), the Treasurer, and four other Directors elected by the Board of Directors. The Executive Committee shall have and exercise all powers of the Board of Directors when the Board is not in session. Others may attend meetings of the Executive Committee at the pleasure of the Chairman of the Executive Committee.
Section 3. Rules. Each Committee appointed by the Board of Directors may, unless otherwise directed by the Board, adopt such rules and regulations for the conduct of its affairs as it may deem desirable. Such rules and regulations shall be consistent with these By-Laws and with the policies of the Association and be subject to the review and approval by the Board of Directors in those instances where the Board may deem such review and approval desirable.
Section 1. Reports. The Board of Directors and the Officers shall render all reports at the time and in the manner required by law and these By-Laws. Officers and committees shall render such additional reports as may be required by the Board of Directors.
Section 2. The Association shall not, nor shall any officer or committee, engage at any time on behalf of the Association in any enterprise or business for profit.
The Corporate Seal of the Association shall, if any, have inscribed thereon the name of the Corporation and the year of its incorporation.
The Association shall maintain an office in the City of Washington, D.C., or at such other place or places as may from time to time be authorized by the Board of Directors.
The Association shall indemnify all officers and directors of the Association to the full extent permitted by applicable statutes.
These By-Laws may be amended by presenting a motion setting forth the amendment(s) sought to a meeting of the Board of Directors. If approved by two-thirds (2/3) of the Board of Directors, the amendments shall be considered adopted.
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