TCC Bylaws
(As amended February 7, 1991)
ARTICLE I: Name
The name of this organization shall be Texas Chemical Council.
ARTICLE II: Purpose
The purpose of the Council shall be the promotion of the business interests of the chemical industry in Texas; the dissemination of facts calculated to create a better understanding of the role of the industry within the State of Texas from the point of view of employees, investors and the public at large; the consultation and cooperation with state officials and agencies on matters having an industry-wide significance within the State of Texas; and other legitimate and approved purposes calculated to integrate the chemical industry within the overall industrial development of the State of Texas.
ARTICLE III: Membership
Section 1. Qualifications for Membership. Any individual, partnership, corporation or division of a corporation or partnership within the State of Texas actively engaged in any phase of chemical manufacturing, or who does not manufacture within Texas but does manufacture outside of Texas and is a member of the American Chemistry Council and has a presence in Texas, shall be eligible to membership in the Council.
Section 2. Application for Membership. Application for membership in the Council shall be made in writing in the form approved by the Board of Directors, which shall be signed by the applicant and shall state (1) the nature of the applicant's organization (whether individual, partnership, corporation or division; and, if partnership, the names of the owners); (2) the location of the plant or facilities of applicant within the State of Texas; (3) the nature of applicant's business; and (4) that applicant accepts and agrees to abide by the Bylaws of the Council.
Section 3. Election to Membership. The Membership Committee shall consider each application for membership and report to the Board of Directors upon the eligibility of the applicant. Election to membership shall be by the Board of Directors, and following such election, notice of the election shall be mailed to the applicant by the Secretary-Treasurer, and the applicant shall become a member of the Council.
Section 4. Withdrawal. Any member may, upon payment of any unpaid obligations to the Council, withdraw from membership at any time by giving at least thirty days' written notice thereof to the Chair of the Board of Directors or the Secretary-Treasurer.
Section 5. Suspension or Expulsion. Any member, after having been provided with a copy of the charges against him and granted a reasonable opportunity to be heard, may, by a two-thirds vote of all of the members of the Board of Directors, be suspended for a limited time or expelled from membership for violation of the Bylaws or within the unlimited discretion of the Board for conduct prejudicial to the best interests of the Council.
Section 6. Member Emeritus. An individual who has served Texas Chemical Council, as company representative or Counsel, and who, by virtue of retirement or other such change, is no longer qualified for activity in Council affairs, may be elected by the Board at its annual meeting as Member Emeritus, and be qualified to function as a Member Emeritus under rules as the Board may adopt. This category of membership is honorary and does not entitle the Member Emeritus to the rights and privileges described in Article V, Section 4. It is the intent that this section shall be used only for recognition of outstanding contribution to the Council by an individual who has had and continues to have a profound interest in the aims and purposes of Texas Chemical Council.
ARTICLE IV: Fees
Section 1. Membership Fees. Each member shall pay an annual membership fee to be fixed by the Board of Directors and based upon the total number of persons employed by such member within the State of Texas.
Section 2. Arrears. Any member failing to pay the annual membership fee within a time to be established by the Board of Directors shall be reported to the Board of Directors as in arrears, and if so ordered by the Board, after appropriate notice, shall be dropped from membership and thereupon shall forfeit all rights and privileges of membership unless and until reinstated by the Board.
ARTICLE V: Board of Directors
Section 1. Functions and Powers. The business and affairs of the Council shall be managed by a Board of Directors of not less than twenty (20) and certain Officers, who shall be Directors, consisting of a Chair, Vice Chair and Secretary-Treasurer, who shall be elected by the membership of the Council at Annual Meetings as herein provided. Based upon the order of succession established in 1956, one-half of the total number of Directors shall be elected each year, for a term of two years or until his successor is duly elected and qualified. Such Directors shall be chosen as follows: one Director shall be chosen from each company having 4 percent or more of the total number of employees represented by the Council; six Directors shall be chosen from the group of companies each of which has between 1 percent and 4 percent of the total number of employees represented by the Council; six Directors shall be chosen from the group of companies each of which has less than 1 percent of the total number of employees represented by the Council; and any additional number of Directors then required to constitute the minimum Board shall be chosen at large. At each Annual Meeting, Directors shall be elected to succeed those whose terms have expired. Any Director may name an alternate to attend any specific meeting, providing he has the qualifications prescribed in Section 2 hereof.
Section 2. Eligibility. Directors shall be eligible to succeed themselves. An individual member, a partner in a partnership which is eligible for membership, or any officer of a corporation eligible for membership living in the State of Texas, or any executive representative of a division within the State of Texas, shall be eligible to serve as a Director.
Section 3. Vacancies. Where a vacancy occurs upon the Board of Directors as the result of death, resignation, removal or other disqualification of a Director or an increase in the number of Directors, and where such vacancy occurs between Annual Meetings of the Council, such vacancy shall be filled for the portion of the unexpired term preceding the next Annual Meeting by the remaining Directors having in mind the provisions of Section 1 of this Article V.
Section 4. Meetings. The Board of Directors shall hold meetings upon call by the Chair, Secretary-Treasurer or any three members of the Board upon the giving of reasonable notice to each Director of the time and place, and what is reasonable in this connection will depend upon the circumstances.
Section 5. Quorum. Seven members of the Board of Directors shall constitute a quorum, and when a quorum is present, except as when otherwise provided by these Bylaws, action shall be taken by an affirmative vote of a majority of those present.
Section 6. Executive Committee. The Chair, Vice Chair, President and Secretary-Treasurer, together with such number of other Directors as may be convenient and necessary to give appropriate representation of the Board and who are appointed by the Chair, with the approval of the Board of Directors, to serve for terms of one year and until their successors are so appointed and approved, shall constitute the Executive Committee. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Council, to the extent that same may be delegated to it by the Board of Directors or that it is necessary to take action at times or under circumstances when it is not possible or feasible to convene a meeting of the Board of Directors; provided that the Board of Directors shall, as soon as practicable, ratify all actions taken by the Executive Committee which are pursuant to such delegation of authority or necessity. The Executive Committee may initiate recommendations for action by the Board, and shall, before submission to the Board for its final action, make its recommendation as to any substantial change in the fiscal affairs of the Council. A majority of the Executive Committee shall constitute a quorum at any meeting, which may be called by the Chair, or, in his absence, the Vice Chair or Secretary-Treasurer, who shall preside at such meeting.
Section 7. Other Committees. The Board of Directors may establish such other Committees with such functions as it may from time to time determine. The members of such Committees shall be appointed by the Chair, with the approval of the Board of Directors, to serve for terms of one year and until their successors are so appointed and approved.
Section 8. Minutes. The Board of Directors shall keep minutes of its proceedings, and after each meeting shall transmit to the Secretary-Treasurer of the Council for permanent filing among the records of the Council a copy of the Minutes of such meeting signed by the secretary of the meeting and certified as correct by the presiding officer.
ARTICLE VI: Officers
Section 1. Number and Election. The Officers of the Council shall consist of a Chair, a Vice Chair and a Secretary-Treasurer, each of whom shall be a member of the Board of Directors, and a President. The Chair, Vice Chair and Secretary-Treasurer shall hold office until the Annual Meeting two (2) years after their election and until their respective successors are chosen and qualify. The President shall be elected by and shall hold office for such a term as determined by the Board of Directors. Vacancies among the Officers of the Council may be filled by the Board of Directors for the remainder of the unexpired term of the Officer being replaced.
Section 2. Chair. The Chair shall preside at the meetings of the Council and at all meetings of the Board of Directors. He shall also perform such other duties as are incident to the Office of Chair, or as may be designated by the Board of Directors.
Section 3. Vice Chair. The Vice Chair shall have such powers and perform such duties as may be delegated to him by the Chair or the Board of Directors. In the absence or disability of the Chair, the Vice Chair shall perform the duties and exercise the powers of the Chair.
Section 4. President. The President shall be the chief executive officer of the Council, and shall with the advice and consent of the Chair and the Executive Committee, be in charge of the operations of the organization and of the staff along the lines of policy and regulations established by the Executive Committee and the Board of Directors.
Section 5. Secretary-Treasurer. The Secretary-Treasurer shall be the chief financial and accounting officer of the Council and shall have charge of all funds of the Council. Such funds shall be drawn only over the signature of such person or persons as may be authorized by the Board of Directors. The Secretary-Treasurer may be required at the expense of the Council to give a bond for the faithful discharge of his duties in this connection. He shall keep a correct roster of all members with their last known addresses; shall keep minutes of all meetings of the Council and the Board of Directors; and he shall notify the Officers and Directors and members of the Council of their election, and committee members of their appointment. In the case of the absence or disability of the Secretary-Treasurer, the Chair may appoint an Acting Secretary-Treasurer.
Section 6. Additional Officers. In addition to the Officers above mentioned, one or more Vice President, Assistant Treasurers, Assistant Secretaries, and Executive Secretary and other officers and agents who need not be members of the Board of Directors, may from time to time be elected by the members of the Council or appointed by the Board of Directors, each of whom shall have such title, powers and duties as shall be prescribed.
Section 7. Compensation of Officers and Directors. The Directors and the Chair, Vice Chair and Secretary-Treasurer shall serve without compensation.
ARTICLE VII: Meetings
Section 1. Annual Meeting. The Annual Meeting of the members of the Council for the election of Officers and Directors and other purposes shall be held during the month of October or November each year, at such time and place as may be fixed by the Board of Directors. At least ten days written notice of the Annual Meeting shall be given by the Secretary-Treasurer to each member of the Council.
Section 2. Special Meetings. A Special Meeting of the Council may be called by the Chair at any time and shall be called by the Chair upon the written request of ten or more members to transact only such business as shall be specified in the notice thereof. At least ten days written notice shall be given to each member of the Council of any such Special Meeting.
Section 3. Quorum. One-third of the members of the Council in good standing and present at a meeting or by duly authorized representatives or by proxy, shall constitute a quorum for the transaction of business at either an Annual Meeting or a Special Meeting.
Section 4. Voting. Each member of the Council in good standing shall be entitled to one vote only at any Annual or Special Meeting of the members of the Council. A proxy given for any meeting shall, unless notice of revocation is delivered to the presiding officer thereof, be valid for any adjournment of the meeting.
ARTICLE VIII: Miscellaneous
Section 1. Fiscal Year and Budget. The fiscal year of the Council shall be from December 1 to November 30, inclusive. The Board of Directors shall present to the members of the Council at their Annual Meeting a budget for the fiscal year of the Council, which budget shall have been approved by the Board of Directors. No expenditures not provided for in such budget shall be made except upon an affirmative vote of two-thirds of the Directors.
Section 2. Notices and Waivers Thereof. Whenever any notice is required by these Bylaws, such notice shall be given by letter, telegram or in person.
Section 3. Reports. The Board of Directors and the Officers shall make periodical reports to the members of the fiscal affairs of the Council and such other matters as are deemed appropriate by the Directors and Officers.
Section 4. Dissolution. Not withstanding any other provisions of these bylaws the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by organizations exempt from taxation under section 501(c)(6) of the IRC and the regulations as they now exist or as they may hereafter be amended, and upon dissolution of the corporation or the winding up of its affairs, the board of directors shall, after paying or making provisions 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 engaged in activities substantially similar to those of this corporation, pursuant to a plan of dissolution adopted by the board of directors and approved by the membership. Any such assets not so disposed of shall be disposed of by any court of proper jurisdiction in the county in which the principal office of the corporation is then located exclusively for such purposes or to such organization, or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX: Amendments
These Bylaws may be amended or repealed, in whole or in part, at any time at any Annual or Special Meeting of the members of the Council by affirmative vote of two-thirds of the members present or represented, or at any regular or special meeting of the Board of Directors by an affirmative vote of two-thirds of the members of the Board present or represented, provided that the notice of such a meeting shall disclose the nature of the amendment to be proposed.
ARTICLE X: Indemnification of Directors and Officers
Section 1. Each Director and each officer or former Director or officer of the Corporation shall be indemnified by the Corporation against liabilities imposed upon him or her and expenses reasonably incurred by him or her in connection with any claim against him or her, or any action, suit or proceeding to which he or she may be a party or to which he or she may be threatened to become a party by reason of him or her being, or having been, such Director of officer, and against such sum as independent counsel selected by the Directors shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding primarily with the view of avoiding expenses of litigation; provided, however, that no Director or officer shall be indemnified (a) with respect to any matters which shall be settled by the payment of sums which independent counsel selected by the Directors shall not deem reasonable payment made primarily with a view to avoiding expense of litigation, or (b) with respect to matters for which such indemnification would be against public policy. Such rights of indemnification shall be in addition to any other rights to which Directors or officers may be entitled, and are intended to indemnify to the fullest extent permitted by the Texas Non-Profit Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment).
