BYLAWS OF PFAA
Article I Members Section 1.01. Designation of Members. The membership of Petrochemical Feedstock Association of the Americas (hereinafter called "the Association") shall consist of active and honorary members. Section 1.02. Eligibility for Active Membership. Any company which operates in the Americas which is directly involved in the marketing, distribution, purchasing, manufacture and/or consumption of hydrocarbons for conversion into petrochemicals (hereinafter called "petrochemical feedstocks") and which takes physical title to and/or custody of the petrochemical feedstocks shall be eligible for active membership. A company engaged in a related industry or occupation which takes physical title to and/or custody of petrochemical feedstocks shall also be eligible for active membership. Notwithstanding the above, firms that are significant providers of commercial services or intellectual capital to the petrochemical feedstocks industry may be approved for membership by the Board of Directors. Once such a firm is approved for membership, it may continue to renew its membership annually at the discretion of the Board of Directors. Section 1.03. Admission of Active Members. Any company seeking active membership in the Association shall be recommended by an active member and make application on a standard application form, which shall be submitted, to the Membership Committee. The Membership Committee shall verify the completeness of the application and the qualifications of applicants and shall regularly submit a list of applicants and its recommendations to the Board of Directors, which shall have final approval of all applications. Section 1.04. Company or Corporate Membership. Membership in the Association is one of legal organizations such as companies or corporations and not of individuals except as provided in Section 1.07 and each applicant must fulfill all the eligibility and procedural requirements for admission set forth in Article I. Subject to Section 1.05, active members shall be represented at meetings and other functions and activities of the Association by one or more representatives. Section 1.05. Restriction on Number of Active Members and Representatives of Active Members. The total number Active Members of the Association shall be limited to 150, and the total number of representatives from any one active member shall be limited to 2. Upon application to the Board of Directors and recommendation by the Membership Committee, consideration may be given to waive this restriction in the case of corporate mergers or acquisitions to avoid expulsion of active member representatives solely as a consequence of the merger of two companies. The Membership Committee shall not be required to approve and accept any representative(s) from any company at any time. Section 1.06. Reinstatement of Resigned Active Members. Any representative of an active member who withdrew while the company was a member in good standing may be immediately reinstated upon request by the active member upon approval of the Board of Directors and subject to the restrictions of Sections 1.04 and 1.05. Section 1.07. Eligibility for Honorary Membership. An individual or organization that has rendered outstanding service to the Association or performed distinguished commercial service to the petrochemical feedstock industry shall be eligible for honorary membership. Nomination for honorary membership shall be made to the Board of Directors in writing by any active member setting forth the particulars of the distinguished service qualifying the nominee for honorary membership. Section 1.08. Admission of Honorary Members. Honorary membership shall be granted by a two-thirds affirmative vote of the Board of Directors. Section 1.09. Dues. The annual dues of active members who wish to retain all rights and privileges of active membership shall be fixed by the Board of Directors on an annual basis. Such dues are payable upon receipt of a bill and shall be considered in arrears thirty days after billing. New members admitted before July 1 in a membership year shall be subject to the full amount of the annual dues without proration. New members admitted after July 1 in any membership year shall be subject to one-half of the amount of the annual dues. Honorary members shall not be subject to dues. Section 1.10. Expulsion of Members. Active members shall be expelled for failure to pay dues, for misuse of the privileges of membership, or for conduct unbecoming a member by a two-thirds affirmative vote of the Board of Directors. Section 1.11. Annual Meeting. An annual meeting of members for the election of directors and the transaction of any other business that may come before the meeting shall be held at such time and place as the members or the Board of Directors shall appoint and shall be set forth in a notice of the meeting in accordance with Section 1.14. Section 1.12. Special Meetings. Special meetings of the members may be held at any place as and when called by (i) the President, (ii) the Board of Directors, or (iii) request of at least one-tenth of the active members. Any request by the members shall be made in writing to the President and shall state the specific purpose for calling such special meeting. Section 1.13. Quorum. A quorum at all meetings shall consist of one-fourth of the total number of active members entitled to vote who shall be present in person or by proxy. If a quorum is lacking at any meeting, the members present in person or by proxy may adjourn the meeting to such time and place as they determine, and, provided a quorum is present, such meeting may be held as so adjourned. Section 1.14. Notice. Unless waived as provided by Article VII of these By-Laws, written notice of the place, date, and hour, and (in the case of special meetings) of the purpose of every meeting shall be given personally or by mail not less than ten (10) nor more than fifty (50) days before the date of the meeting to each member entitled to vote thereat. The notice of every special meeting of members shall indicate the person or persons by whom or at whose direction the meeting was called. Mailed notices shall be addressed to each member at his address as it appears on the Association’s record of members. |
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Article II Board of Directors Section 2.01. General Powers. The Association shall be managed by a Board of Directors. Section 2.02. Chairman and Other Officers. The Board of Directors shall appoint one of its members to act as Chairman at all meetings of the Board of Directors. The Board of Directors shall appoint other officers as provided in Article III. Section 2.03. Number and Election. The number of directors constituting the entire Board of Directors shall be such number not less than five nor more than ten as shall be fixed from time to time by the Board of Directors. New directors shall be elected at the annual meeting of members or at a special meeting hold in lieu thereof. At each election for directors every member entitled to vote at such election shall have the right to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election he has a right to vote. Each person elected as a director shall continue in office until the annual meeting of the members three years after he was elected a director and until his successor shall have been duly elected and qualified, or until his earlier successor shall have been duly elected and qualified, or until his earlier death, resignation, or removal in accordance with these By-Laws. In the event of any vacancy caused by death, resignation, or removal of any director, the Board of Directors may elect a person to fill such vacancy until the next annual meeting of members or special meeting held in lieu thereof. A director who was chosen to fill an unexpired term on the Board of Directors may stand for election to a two-year term immediately thereafter. Otherwise, a director may not succeed himself on the Board of Directors. Two or more non-consecutive terms are allowed. Section 2.04. Resignation and Removal of Directors. Any director may be removed at any time, with or without cause and with or without notice to him, by the vote of a majority of the members entitled to vote at a meeting of the members. Any director may be removed at any time, for cause, by a vote of a majority of all the directors at a meeting of the Board of Directors. Any director may resign at any time by giving written notice to the Board of Directors or to the Secretary. Section 2.05. Meetings. The Board of Directors shall meet at least twice each year. The annual meeting of the Board may be held without notice immediately preceding or following the annual meeting of members or special meeting held in lieu thereof, and at the same place, or it may be held at such other time and place as may be designated by a resolution adopted at such annual meeting or special meeting in lieu of the annual meeting of members. Any other meetings of the Board of Directors shall be held at such times and places as the Board of Directors may designate on fourteen (14) days written notice of the place and time thereof given or mailed to each director. Section 2.06. Quorum-Voting. At all meetings of the Board of Directors, the presence of a majority of the directors shall constitute a quorum for the transaction of business, and except as otherwise provided by law or these By-Laws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.07. Participation in Meetings by Conference Telephone. Members of the Board of Directors or of any committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and such participation in any such meeting shall constitute presence in person thereat. Section 2.08. Action without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing such action. Any such resolution and the written consents thereto by the directors or the committee shall be logged with the Secretary, who shall cause the same to be filed in due chronological order with the minutes of the meetings of the Board of Directors or the committee. |
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Article III Officers Section 3.01. Election and Term. The officers of the Association shall include: a President, a Vice-President, a Secretary, a Treasurer, a Membership Chairman, and such other officers and assistant officers as the Board of Directors shall deem necessary. The Board of Directors shall elect officers from its member representatives as provided herein. Each officer shall be elected to serve for a period of one-year beginning with the meeting at which he is elected. Each officer shall hold office until his successor has been elected and qualified. An officer may stand for reelection to the office in which he has served one term or may stand for election to a different office. An officer may hold two or more offices at the same time at the discretion of the Board of Directors. However, the offices of Secretary and Treasurer shall not be held by the same person. Section 3.02. The President. The President shall be the chief executive officer and general manager of the Association. Subject to the direction of the Board of Directors and the Executive Committee, he shall have general charge of the business, affairs and property of the Association and general supervision over its officers and agents. He shall preside at all meetings of the members. Section 3.03. The Vice-President. The Vice-President shall assist the President in the management of the Association. In addition, the Vice-President shall perform the functions of the President when the President is unable to do so. Section 3.04. The Secretary. The Secretary shall record or file in a permanent book(s), to be kept in his custody, minutes of all meetings of the members, Board of Directors, and the Executive Committee. He shall prepare and issue notices of all meetings, procure the stationery of the Association, conduct appropriate general correspondence and shall have such other duties and powers consistent with these By-Laws as may from time to time be delegated to him by the President or designated by the Board of Directors or as shall be customary to his office. Section 3.05. The Treasurer. The Treasurer shall be the chief financial officer of the Association. Subject to the orders of the Board of Directors, the Treasurer shall have charge of the financial affairs of the Association. He shall have custody of the funds, securities, and valuable papers of the Association, shall keep or cause to be kept under his supervision the proper books of the Association, and shall render such reports on the financial condition of the Association as the President or the Board of Directors may from time to time require. He shall have and perform such other powers and duties consistent with these By-Laws as may from time to time be delegated to him by the President or designated by the Board of Directors or as shall be customary to his office. Section 3.06. The Membership Chairman. The Membership Chairman shall be chairman of the Membership Committee. He shall maintain an accurate and current record of membership, shall notify all membership applicants of action upon their applications, welcome new members and inform them of the privileges and duties of membership, and notify expelled members of the reasons and terms of their expulsion. He shall have such other powers and duties consistent with these By-Laws as may from time to time be delegated to him by the President or designated by the Board of Directors or as shall be customary to his office. Section 3.07. The Program Chairman The Program Chairman shall be chairman of the Program Committee. He shall be responsible for obtaining Speakers for events, arranging for meals, contracting for services as required with the restaurant or hotel, and entering into arrangements and contracts for other appropriate services associated with a PFAA event. He shall have such other powers and duties consistent with these By-Laws as may from time to time be delegated to him by the President or designated by the Board of Directors or as shall be customary to his office. Section 3.08. Executive Committee. The officers shall as a group constitute the Executive Committee. |
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Article IV Committees Section 4.01. Membership Committee. The Membership Committee shall consist of the Membership Chairman elected by the Board of Directors and any committee members appointed by the Membership Chairman and confirmed by majority vote of the Board of Directors. Committee members shall serve at the pleasure of the Membership Chairman, who need not appoint any members besides himself unless he considers it necessary and desirable. The Membership Committee shall receive all applications for membership and shall, verify their completeness and the qualifications of the applicants. It shall submit a list of applicants with its recommendations to the Board of Directors for consideration. Section 4.02. Other Committees. The President may, with the consent of the Board of Directors by resolution adopted by a majority of its members, appoint other committees to consist of at least one director, to serve at the pleasure of the Board of Directors, and to have such delegable powers and duties as shall be conferred by the Board of Directors. Section 4.03. Limitation of Authority. Notwithstanding the foregoing, no committee shall have authority with respect to (i) the submission to members of any action requiring approval, (ii) the filling of vacancies in the Board of Directors or in any committee, (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee, (iv) the amendment or repeal of the By-Laws or the adoption of new By-Laws, or (v) the amendment or repeal of any resolution of the Board of Director's which by its terms shall not be so amendable or repealable. Section 4.04. Nominating Committee. The President of the Association shall appoint a Nominating Committee including up to four (4) members of the Board of Directors, but excluding current officers, to prepare a list of nominees to fill the positions of members of the Board of Directors for two-year terms. Such nominees shall be voted upon according to Sections 1.11 and 2.03. |
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Article V Amendments Section 5.01. The By-Laws may be amended or repealed by a two-thirds vote of all members of the Board of Directors. Any such action taken by the Board must be confirmed by a majority vote of the active members of the Association at a meeting called for that purpose. |
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Article VI Miscellaneous Section 6.01. Antitrust Compliance. The Association shall not participate in and shall discourage members from discussing matters or engaging in activities which could be construed as violating the antitrust laws. Section 6.02. Membership (Fiscal) Year. The membership year for active members and the fiscal year of the Association shall begin on the first day of January and shall end on the last day of December. Section 6.03. Scholarships and Charitable Gifts. Scholarships and charitable gifts may be awarded from time to time to assist member representatives, their families, or non-profit educational institutions when such assistance would, in the judgment of the Board of Directors as expressed by adoption of a resolution by a two-thirds vote of all members of the Board of Directors, contribute to the appropriate aims and interests of the Association or be of direct or indirect value to its members. Section 6.04. Waiver of Notice. Notwithstanding any provisions of these By-Laws with respect to notice, no notice of any meeting of members or the Board of Directors or any committee thereof need be given to any person who submits a signed waiver of notice of such meeting before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. Section 6.05. Indemnification. The Association shall indemnify each director and officer against all judgments, fines, settlement payments and expenses, including reasonable attorneys' fees, paid or incurred in connection with any claim, action, suit, or proceeding, civil or criminal, to which he may be made a party or with which be may be threatened by a reason of his being or having been a director or officer of the Association, or by reason of any action or omission by him in such capacity, whether or not he continues to be a director or officer at the time incurring such expenses or at the time the indemnification is made. No indemnification shall be made hereunder with respect to (a) amounts paid in settling or otherwise disposing of a threatened or pending action with or without court approval, except with the prior approval of the Board of Directors, or (b) payments and expenses incurred in relation to matters as to which be shall be finally adjudged in such action, suit or proceeding not to have acted in good faith and in the reasonable belief that his action was in the best interests of the Association, or (c) payment and expenses incurred in relation to matters which shall have been the subject of any action, suit or proceeding disposed of otherwise than by adjudication on the merits where he is determined not to have acted in good faith and in the reasonable belief that his action was in the best interests of the Association. Any such determination shall be made: (i) by majority vote of a quorum consisting of disinterested directors, or (ii) if the disinterested directors do not constitute a quorum, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding in question, or (iii) by the Board of Directors upon the written opinion of reputable legal counsel selected by a vote as set forth in (i) or (ii), or if that is not possible, by a majority vote of all directors, or (iv) by the members in a vote that excludes the vote of directors who are named defendants or respondents in the proceeding. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may otherwise be entitled and shall inure to the benefit of the executor or administrator of the estate of such director or officer. Section 6.06. Limitation of Liability. Acceptance or continuation of membership in the Association or attendance by its representatives at any social or business function thereof by any member constitutes the member's agreement to free the Association and all its directors, officers, agents, or otherwise from all liabilities and claims for damages and/or suits for or by reason of any injury or injuries to the person or property of any kind of the member, its agents, employees, successors, or assigns, or any third person claiming thereunder, from any cause or causes whatsoever while participating in or travelling to or from said social or business function, or occasioned by any activity carried out by the Association or by attending any social or business function thereof and to indemnify and save harmless the Association and all its directors, officers, agents, or otherwise from all liability charges, and expenses including attorney’s fees and costs on account of or by reason of any such injuries, liabilities, claims, suits, or losses, howsoever occurring and damages arising out of same, whether or not such injury, loss, or damage results from or is caused by the negligence of the Association or any of its directors, officers, agents, or otherwise. |
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