ARTICLES of
INCORPORATION & BYLAWS
OF THE
PULP & PAPER SAFETY ASSOCIATION,
INC.
Incorporated Under
the Laws Of The State Of Indiana
Adopted June 4, 2002
Revised January20, 2003
ARTICLE ONE
Name, Location, and
Offices
1.1 Name. Articles of Incorporation
& Bylaws of the Pulp & Paper Safety Association, a Not-For-Profit
Corporation hereinafter called "the Corporation", or "the Association".
1.2 Registered Office. The
Corporation shall maintain a principal office in the State of Indiana. The Corporation
may have such other offices, either within or without the State of Indiana as the Board of Directors may determine or as the affairs of the Corporation
may require from time to time.
ARTICLE
TWO
Purposes of
Governing Instruments
2.1 Not-For-Profit Corporation. The
Corporation shall be organized and operated as a Not-For-Profit Corporation
under the provisions of the State of Indiana.
2.2 Charitable Educational and
Scientific Purposes. The Corporation is a voluntary association of
affiliates the purposes of which, as set forth in the articles of
incorporation, are exclusively charitable, educational and scientific within
the meaning of section 501(c)(3) of the Internal Revenue Code. In
furtherance of such purposes, the Corporation shall have full power and
authority:
(a) To make distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code;
(b) To make distributions for other charitable purposes;
(c) To receive and accept property, whether real, personal, or mixed,
by way of gift, bequest, or devise, from any person, firm, trust, or
corporation, to be held, administered, and disposed of in accordance with
and pursuant to the governing instruments of the Corporation, as the same
shall be amended from time to time; and with such property to be distributed
in accordance with any restrictions imposed by the donor, if any, whom such
property was transferred to the Corporation;
(d) To perform all other acts necessary or incidental to the above
and to do whatever is deemed necessary, useful, advisable, or conducive,
directly or indirectly, as determined by the Board of Directors, to carry out any of the purposes of
the Corporation, as set forth in these Articles of Incorporation and Bylaws,
including the exercise of all other power and authority enjoyed by
corporations generally by virtue of the provisions of the Indiana
Not-For-Profit Corporation Code (within and subject to the limitations of
section 501(c)(3) of the Internal Revenue Code). Said acts shall include,
but are not limited to: promoting safety and health within the industry
through educational seminars, publications, and scientific testing;
exchanging information on injury and illness experience through educational
seminars, meetings and publications; holding annual meetings for the
exchange and dissemination of safety information; holding informational and safety seminars at various
locations to meet the needs of the Industry as a whole, or the Association’s
affiliates; as well as for any lawful purpose or purposes not specifically prohibited to
Not-For-Profit charitable corporations under the laws of the State of
Indiana.
2.3 Governing Instruments. The
Corporation shall be governed by its Articles of Incorporation & Bylaws and
the Association Operating Procedures Manual.
ARTICLE THREE
Affiliation
3.1 Affiliates. The
Corporation shall have an unlimited number of affiliates. Each affiliate
shall be entitled to one vote on each matter submitted to a vote of the
affiliates.
3.2 Eligibility. Affiliation shall be open to operating units of the Pulp and Paper and
Forest Products industry.
3.3 Non-voting
Vendor Affiliation. Non-voting vendor affiliation shall be open to
manufacturers and distributors of equipment, supplies and services used in
the Pulp and Paper and Forest Products industry.
3.4 Fees. An affiliation fee (dues) will be required from each operating unit
reporting to the Association and each Vendor affiliate. Affiliation dues
and other fees shall be determined by the Board of Directors.
3.5 Meetings. Both the Association affiliates and the Board of Directors shall meet at
least annually. Normally, but not limited to, the annual meeting of the
general affiliation shall be held at a time selected by the Board of
Directors during the Annual Safety & Health Conference for the purpose of
electing Directors and for the transaction of such other business as may
come before the meeting. The annual meeting of the Board of Directors may be
held during the Annual Safety & Health Conference, or at any other time of
the year, at the discretion of the Executive Committee.
3.6 Special
Meetings. Special meetings of the affiliates, if necessary, may be
called by the Board of Directors.
3.7 Place of
Meeting. The Board of Directors may designate any place, either
within or without the State of Indiana, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors.
3.8 Notice of
Meetings. Written or printed notice stating the business to be
discussed, along with the place, day and hour of any meeting of affiliates
shall be delivered, either personally, by mail, Fax, E-mail, posted on the
Association website, or otherwise contained within the registration
information of the Annual Safety & Health Conference, giving notice to each
affiliate entitled to vote at such meeting, not less than 30 days before the
date of such meeting.
3.9 Quorum and
Proxies. Any number of affiliates attending as paid registrants of
the Annual Safety & Health Conference shall be deemed a quorum of the
general affiliation for purposes of electing Directors and Officers and
transacting such other business as may come before the meeting. There shall
be no Proxy votes allowed, written or otherwise.
3.10 Expulsion of
Affiliates. Any affiliate or individual representing an affiliate
location, may at any time be expelled for delinquency or non-payment of
affiliation dues or other fees owed to the Association or for any
inappropriate conduct injurious to the Association or any Director, Officer,
employee, or affiliate of the Association at any meeting, seminar or
Association function.
ARTICLE FOUR
Board of Directors
4.1 Authority and Responsibility of the
Board of Directors.
(a) The affairs of the
Association shall be managed by its Board of Directors.
(b) The Board of Directors
shall have supervision, control, and direction of the management, affairs
and property of the Corporation; shall determine its policies or changes
therein; and shall actively prosecute its purposes and objectives and
supervise the disbursement of its funds. The Board of Directors may adopt,
by majority vote, such rules and regulations of the conduct of its business
and the business of the Corporation as shall be deemed advisable, and may,
in the execution of the powers granted, delegate certain of its authority
and responsibility to the Executive Committee which will serve as Officers
of the Corporation. Under no circumstances, however, shall any actions be
taken which are inconsistent with these Articles of Incorporation and
Bylaws.
(c) The Board of Directors
shall not permit any part of the net earnings or capital of the Corporation
to inure to the benefit of any committee affiliate, director, officer,
trustee, or other private person or individual; except that from time to
time, gifts for exemplary service may be voted upon and approved by the
Board.
(d) The Board of Directors
may, from time to time, appoint, as consultants, persons whose advice,
assistance, and support may be deemed helpful in determining policies and
formulating programs for carrying out the purposes and functions of the
Corporation.
(e) The Board of Directors is
authorized to employ or enter into contract with any such person or persons,
including an Executive Director, attorneys, trustees, agents, and
assistants, as in its judgment are necessary or desirable for the
administration and management of the Corporation. Such Executive Director,
consultant, attorney, trustee, agent, or assistants shall receive reasonable
compensation by resolution of the Board of Directors having established a
stated compensation rate for the performance of said duties; and be properly
reimbursed by resolution of the Board of Directors for expenses and costs
incurred for previously authorized expenditures. Said Executive Director,
attorneys, trustees, agents and assistants shall be occupied as "at large"
agents of the Association and may be removed either with or without cause at
any regular, special, or annual meeting of the Board of Directors, by
affirmative vote of a majority of all of the Directors present and voting.
A successor may be appointed at the same meeting.
4.2 Number of Boards of Directors.
There shall be not less than seven (7) Directors. The Board of Directors is
authorized to fix the precise number of Directors and fill vacancies by
resolution adopted from time to time by a majority of all the Directors then
in office. Candidates for positions on the Board of Directors being such,
by way of recommendation, request or administrative search, shall complete a
Board Position Profile to the Nominating Committee Chairman (Ex-Officio).
The nominating Committee shall complete an investigation into the validity
of the profile and the candidate's qualifications. Based on the
recommendation of the Nominating Committee and after his or her own review,
the General Chairman can propose to appoint the candidate an ad hoc Director. This appointment is confirmed by a majority vote of the sitting
Board as called by the General Chairman. Prior to the vote, the Ex-Officio
will have distributed copies of the candidates position profile to the full
Board along with the findings of the Nominating Committee. Directors added,
or vacancies filled by such resolution shall serve as ad hoc affiliates of the Board until such time as properly elected at the annual
meeting of the Association by a quorum of the general affiliation.
4.3 Nominations, Election and Tenure.
(A) Nominations.
Every year at a meeting of the Board of
Directors, prior to the start of the annual meeting, the Nominating
Committee shall select nominees for election to the Board of Directors.
Nominees shall be determined by way of the selection process employed by the
Nominating Committee which would include those current affiliates of the
Board of Directors whose term has expired but wish to be nominated for an
additional term if qualified and approved, or any other duly qualified
person upon recommendation by any current Association affiliate.
Recommendations from the general affiliation to fill Board of Director
vacancies, shall be submitted to the Nominating Committee by completing the
Board Candidate Profile Form found on the Association Website. These
recommendations from the general affiliation may be submitted at any time,
but must be received by the Nominating Committee at least 90 days prior to
the annual meeting at which that person may be nominated. The Chair of the
Nominating Committee (Ex-Officio) shall then submit the names of the
nominees that have been selected by the Nominating Committee, following the
screening process, to the general affiliation at the annual business
meeting. The Nominating Committee shall have previously discussed with the
nominee and his or her immediate supervisor, the responsibilities and time
requirements of a Board Affiliate and shall have received written
documentation supporting the nominee's obligation to the Association.
(B) Elections.
Ad hoc Directors and new nominees shall be
elected at the annual meeting of the Association by a vote consisting of a
quorum of the general affiliation. Each Director shall take office as of
the close of such annual meeting and shall continue in office for the term
specified at the time of election and until his or her successor has been
elected or appointed by resolution, or until his or her earlier death,
resignation, retirement, disqualification, or removal. There shall be no
limitation on the number of successive terms of office for which a Director
may serve.
4.4 Removal. Any Director may be
removed either for or without cause at any regular, special, or annual
meeting of the Board of Directors, by the affirmative vote of a majority of
all the Directors present and voting. A removed Director’s successor may be
appointed at the same meeting to serve the remaining portion of the term as
provided in Section 4.2.
4.5 Vacancies. The General Chair
of the Board of Directors may fill vacancies on the Board of Directors which
occur during a term, subject to the confirmation of a majority of the Board
of Directors. Any vacancy in the Board of Directors arising at any time and
from any cause may be filled as provided in Section 4.2 by a majority of the
Directors then in office. Each ad hoc Director so appointed shall
hold office until confirmation by proper election at the next annual
Association meeting.
4.6 Compensation. Directors as such shall not receive any stated compensation for their
services, but by resolution of the Board of Directors any Director may be
reimbursed for expenses and costs incurred for previously authorized
expenditures.
4.7 Qualifications.
Representatives from operating units that are current or new Association
affiliates, affiliates of corporate, divisional or regional staffs of
companies that have at least one operating unit as an Association affiliate,
or recognized active retirees from companies or locations that are
Association affiliates are eligible to be nominated for a position on the
Board of Directors.
4.8 Committees. The affiliates of
the Board of Directors shall serve on various committees. The committees
shall be, but not limited to: (A) AFFILIATION; (B) AWARDS; (C)
NOMINATIONS; [D) EXECUTIVE; (E) SEMINARS; (F) COMMUNICATIONS; (G) PROGRAM;
[H] STANDARDS; and [I] FINANCIAL RESOURCE and AUDIT. The Committee Chairs
and the affiliates of the various committees shall be appointed by the
General Chair of the Board of Directors with such exceptions as the First
Vice Chair shall head the Program Committee, the Ex-Officio shall chair the
Nominating Committee and the Chairman Emeritus shall chair the Financial
Resource and Audit Committee. All Board affiliates that have served as
General Chairman shall form the Financial Resource and Audit Committee
chaired by the Chairman Emeritus.
ARTICLE FIVE
Meetings of the
Association and Board of Directors
5.1 Place of Meetings. Meetings of
the Board of Directors may be held at any place within or without the State
of Indiana as set forth in the notice thereof or in the event of meeting
held pursuant to waiver of notice, as may be set forth in the waiver, or if
no place is so specified, at the principal office of the Corporation.
5.2 Annual Meeting; Notice. The
Association shall hold an annual meeting. The program for the annual
meeting may include: (a) Educational sessions designed to meet the
Association’s objectives; (b) A business meeting; (c) Social activities
appropriate to the occasion; and, (d) Presentation of awards. The annual
meeting of the Board of Directors shall be held at the principal office of
the corporation or at such other place as the Board of Directors shall
determine on such day and at such time as the Board of Directors shall
designate. Unless waived, notice of the time and place of such annual
meeting shall be given by the Secretary either personally, by telephone,
mail, fax, E-mail or posted on the Association Internet website, not less
than thirty (30) days before such meeting.
5.3 Regular Meetings; Notice.
Regular meetings of the Board of Directors may be held from time to time
between annual meetings at such times and at such places as the Board of
Directors may prescribe. Notice of the time and place of each such regular
meeting shall be given by the Secretary either personally, by telephone,
mail, fax, E-mail, or posted on the Association Internet website not less
than thirty (30) days before such regular meeting. The Board of Directors
shall meet a minimum of three (3) times a year; inclusive of the annual
meeting. The purpose of these meetings shall be to transact the business of
the Association.
5.4 Special Meetings; Notice.
Special meetings of the Board of Directors may be called by, or at the
request of the General Chair, or by any two of the Officers of the Board.
Notice of the time, place and purpose of any special meeting of the Board of
Directors shall be given by the Secretary either personally, by telephone,
mail, fax, E-mail, or posted on the Association Internet website at least
two (2) days before such meeting.
5.5 Waiver. Attendance by a
Director at a meeting shall constitute waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of
objecting to the transaction of business because the meeting is not lawfully
called.
5.6 Quorum. At meetings of the
Board of Directors, a simple majority of the total number of the Board of
Directors then in office shall be necessary to constitute a quorum for the
transaction of business.
5.7 Vote Required for Action.
Except as otherwise provided in these Bylaws or by law, the act of a
majority of the Board of Directors present at a meeting at which a quorum is
present at the time shall be the act of the Board of Directors.
5.8 Proxies. A Director must cast
his or her vote in person and voting by proxy, written or otherwise shall be
prohibited.
5.9 Telephone and Similar Meetings.
Directors may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not
lawfully called or convened.
ARTICLE SIX
Notice and Waiver
6.1 Procedure. Whenever these Bylaws require notice to be given to any
Director or general affiliate, the notice shall be given as prescribed in
Article Five. Whenever notice is given to a Director by mail, the notice
shall be sent via first-class mail. Such notice shall be deemed to have been
given at the time the same is deposited in the United States mail. Notice shall also be deemed to have been given at the time the same
is electronically transmitted via E-mail or fax, or posted on the
Association Internet website.
6.2 Waiver. Whenever any notice is
required to be given to any Director by law, or by the Articles of
Incorporation and Bylaws, a waiver thereof in writing signed by the Director
entitled to such notice, whether before or after the meeting to which the
waiver pertains, shall be deemed equivalent thereto.
ARTICLE SEVEN
Officers
7.1 Number and Qualifications. The
Officers of the Corporation shall consist of a General Chair, a First Vice
Chair, a Second Vice Chair, a Secretary, a Treasurer, an Ex-Officio and
Chairman Emeritus. The offices of General Chair, First Vice Chair, Second
Vice Chair, Ex-Officio, and Chairman Emeritus shall be filled by Directors
of the corporation. The Board of Directors has the discretion to fill other
offices with Directors, employees, trustees, agents, or assistants of the
Corporation, subject to confirmation by a vote of the general affiliation at
the Association annual meeting. The Board of Directors may from time to
time create and establish the duties of such other officers or assistant
officers as it deems necessary for the efficient management of the
corporation, but the corporation shall not be required to have at any time
any officers other than those listed above. Any two (2) or more offices may
be held by the same person, at the discretion of the Board of Directors.
7.2 Election and Term of Office.
The Association shall meet at the annual meeting for the purpose of electing
officers for the ensuing year; a General Chair, a First Vice Chair, a Second
Vice Chair, Ex-Officio, Chairman Emeritus, a Secretary, and a Treasurer.
The officers of the corporation shall be elected by the general affiliation
and shall serve for terms of one (1) year and until their successors have
been elected and qualified, or until their earlier death, resignation,
removal, retirement, or disqualification. The office of Ex-Officio is
filled by the outgoing General Chair and the office of Chairman Emeritus is
filled by the outgoing Ex-Officio.
7.3 Removal. Any Officer
elected or appointed by the Board of Directors may be removed from his
office by the majority of Directors constituting a quorum of the Board of
Directors whenever in its judgment the best interests of the Corporation
will be served thereby. However, any such removal shall be without
prejudice to the contract rights, if any, of the officer removed.
7.4 Vacancies. A vacancy in any
office arising at any time and from any cause may be filled for the
remaining term by the General Chair of the Board of Directors, subject to
the confirmation of a majority of the Board of Directors.
7.5 Duties of Officers.
(A) General Chair. The
general chair shall be the principal executive officer of the Corporation
and shall preside at all meetings of the Association and Board of Directors
and shall perform all duties incident to this office. He or she shall
appoint all committees and shall be an ex-officio affiliate of all
committees. He or she shall, at the annual meeting of the Association, and
at such other times as may be deemed proper, commend to the affiliation and
Board of Directors, such matters and make such suggestions as may tend to
promote the prosperity and increase the usefulness of the Association. He
or she shall see that all orders and resolutions of the Board of Directors
are carried into effect. He or she shall have the right to oversee and
direct the management and operation of the Corporation and to make all
decisions, within the boundaries and intent as set forth in the Articles of
Incorporation and Bylaws, or the Association Administrative Procedures
Manual, as to policy and otherwise which may arise between meetings of the
Board of Directors, and the other Officers, agents, trustees, assistants,
contractors and employees of the Corporation. He or she shall have the
authority to approve or otherwise endorse requests for reimbursement for
legitimate and authorized expenditures made in behalf of the Association. He
or she shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe. At the
conclusion of the General Chair’s one year term of office, the outgoing
General Chair shall serve as the Ex-officio affiliate of the Executive
Committee with voting privileges and shall also serve as the Nominating
Committee Chairman.
(B) First Vice Chair.
The First Vice Chair shall act in the absence of the General Chair. He or
she shall be the chair of the Program Committee.
(C) Second Vice Chair.
The Second Vice Chair shall act in the absence of the First Vice Chair and
may serve as chair of a committee if so directed by the General Chair.
(D) Secretary.
(1) The Secretary
shall attend all meetings of the Board of Directors and record all votes,
actions, and the minutes of all proceedings in a book to be kept for that
purpose and shall perform like duties for the executive and other committees
when required.
(2) The Secretary
shall give, or cause to be given, notice of all meetings of the Board of
Directors.
(3) The Secretary
shall be custodian of the Corporate records and of the seal of the
Corporation and see that the seal is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these bylaws; keep a register of the post
office address of each Association affiliate which shall be furnished to the
Secretary by such affiliate; and in general perform all duties incident to
the office of Secretary and other such duties as from time to time may be
assigned by the Board of Directors.
(E) Treasurer.
(1) The Treasurer shall have
charge and custody of and be responsible for all funds and securities of the
Corporation and shall insure full and accurate accounting of Corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation. The Executive Committee shall approve the
depositories of all monies and other valuables in the name and to the credit
of the Corporation as designated by the Board of Directors.
(2) The Treasurer
shall direct the disbursement of funds of the Corporation as authorized by
the Board of Directors, and shall receive from the accounting service
financial statements each calendar month or at such other intervals as the
Board of Directors shall direct.
(3) If required by
the Board of Directors, the Treasurer and the accountant shall give the
Corporation a bond (in such form, in such sum, and with such surety or
sureties as shall be satisfactory to the board) for the faithful performance
of the duties of his or her office and for the restoration to the
Corporation, in case of his or her death, resignation, retirement,
defalcation, or removal from office of all books, papers, vouchers, money,
and other property of whatever kind in his or her possession or under his or
her control belonging to the Corporation.
(4) The Treasurer
shall perform such other duties and have such other authority and powers as
the Board of Directors may from time to time prescribe or as the General
Chair may from time to time delegate.
(F) Ex-Officio. The
Ex-Officio shall be the Nominating Committee Chairman. The Ex-Officio
shall, at the end of his or her term as Ex-Officio, serve an additional year
in the office of Chairman Emeritus.
(G) Chairman Emeritus.
The Chairman Emeritus shall also serve as Assistant Treasurer and as such,
chair the Financial Resource and Audit Committee and shall otherwise perform
such duties as assigned by the General Chair. The Chairman Emeritus shall
study and propose the development and use of Association resources to
promote the growth and development of the Association and shall likewise be
occupied with the duties of Assistant Treasurer. The Chairman Emeritus
shall additionally cardinal the implementation and oversight of the
Association's VISION 2010 (title may be revised or changed by Board
resolution only) as promulgated by the Board under the stewardship of
the Financial Resource and Audit Committee. The Officer in the position of
Chairman Emeritus shall, upon the completion of his or her one-year of
service, rotate out of the office and remain eligible for nomination to the
Board of Directors for an additional term or terms as a Director.
(H) Executive
Director. The
executive director shall serve as the chief administrator of the Association
and perform his or her duties for the Association at the discretion of the
General Chair and the Executive Committee. The person selected to fill the
position of Executive Director shall be so occupied by a majority vote of
the Board of Directors at any meeting of the Board, upon recommendation of
the Executive Committee. The Executive Director shall enter into contract
with the Association if so enjoined by the Board of Directors. The Executive
Director’s performance appraisal and/or contract and compensation shall be
reviewed annually by the Executive Committee, as so delegated by the Board
of Directors. The Executive Director shall be responsible for the
administrative enumeration of the Annual Professional Development
Conference, annual and special meetings of the Association and the Board of
Directors, the publication of the quarterly reports and other duties at the
direction of the Board of Directors. The Executive Director at the
direction of the Board of Directors shall be authorized to enter into any
contract or agreement and to execute in the corporate name, along with the
Secretary or any other proper officer of the Corporation, any instrument or
other writing. He or she shall be authorized to sign checks, drafts and
other orders for the payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation and statements and
reports required to be filed with government officials or agencies. The
Executive Director shall, upon occasion, be required to travel to the
benefit of the Association to attend meetings, for purposes of training, to
interact with other associations, to inspect sites for future conferences
and in all other instances as required, or so directed by the Board of
Directors. The Executive Director shall receive a stated salary or
contractual fee and be properly reimbursed by resolution of the Board of
Directors for expenses and costs incurred for previously authorized
expenditures.
7.6 Executive Committee. The Executive Committee shall
consist of the General Chair, First Vice Chair, Second Vice Chair, the
Ex-Officio, the Chairman Emeritus, the Secretary, the Treasurer and the
Executive Director. All Officers that form the Executive Committee shall
have one vote on matters that come before the Committee with the exception
of the Executive Director that serves as an ex-officio affiliate of the
Executive Committee. Additional offices held jointly by the Executive
Director shall likewise relinquish the right to vote on matters of business
brought before the Executive Committee. The Executive Committee shall meet
at least once a year in planning session to establish the strategic plans
for the Association. The Committee shall meet at other times of the year at
the discretion and direction of the General Chair.
7.7 Assistant Secretary. The Assistant Secretary shall be
appointed by the General Chairperson and will advise the Secretary, the
Executive Committee and the Board of Directors on matters of parliamentary
procedure; and likewise warrant that all business brought before the general
affiliation or Board of Directors is conducted in accordance with the
Articles of Incorporation & Bylaws and the Association Administrative
Procedures Manual. The Assistant Secretary shall also serve as an
ex-officio affiliate of the Executive Committee having no vote in matters of
business brought before that committee. The Assistant Secretary shall act
in the absence of the Secretary. The Assistant Secretary shall be so
occupied until such time as his or her term as director shall expire, or
until such time as the current General Chair shall appoint another Board
Affiliate to so serve as Assistant Secretary.
7.8 Assistant Treasurer: The Chairman Emeritus shall likewise
be occupied as Assistant Treasurer and as so occupied, shall Chair the
Financial Resource and Audit Committee. Said Committee shall be
responsible for the Financial well-being of the Association and shall
conduct, at a minimum, an annual audit of, but not limited to, the
Association's records, transactions, certificates of deposits, investments,
tax records, meeting minutes, income, expenditures salaries, expense
reimbursements and proper administrative procedures and so warrant to the
Board that all transactions have been conducted within the scope and intent
of the Articles of Incorporation and Bylaws and the Association
Administrative Procedures Manual. Additionally, at a minimum of every three
years, the Financial Resource and Audit Committee, after resolution by the
Board of Directors shall so employee or otherwise contract the services of
an outside consultant to conduct an independent audit of the financial
records and methods of administrative transactions of the Association. The
Financial Resource and Audit Committee shall be comprised as ex-officio
affiliates, all Past General Chairs that remain on the Board. The Assistant
Treasurer shall act in the absence of the Treasurer. The Assistant
Treasurer shall be so occupied until such time as his or her term expires as
Chairman Emeritus.
ARTICLE EIGHT
Distributions and
Disbursements
8.1 Distributions and Disbursements.
The Board of Directors, not less frequently than annually, shall (a) review
all distributions made from net income and principal of the Corporation
(including funds held by trustees, custodians, or agents of the corporation)
pursuant to provisions of the Articles of Incorporation and Bylaws, the
Association Administrative Procedures Manual and the donors’ directions if
and to the extent applicable as provided herein; (b) make, or authorize and
direct the respective Directors, custodians, or agents having custody of
funds of the Corporation to make payments to organizations or persons to
whom payments are to be made, in such amounts, in such manner and at such
times and with such accompanying restrictions, if any, as it deems necessary
to assure use for the charitable purposes and in the manner intended; (c)
determine all disbursements to be made for administrative expenses incurred
by the Corporation and direct the respective Director, custodians, or agents
having custody of funds of the Corporation as to the manner of payments
thereof and funds to be charged; and (d) make, or authorize and direct the
respective Directors, custodians, or agents having custody of funds of the
Corporation to deposit a portion of said funds into an account, investment
fund, bond, annuity, or other such financial venture to preserve and insure
the principal assets and operating capital of the Corporation.
8.2 Vote Required for Determinations.
All such determinations shall be made by the affirmative vote of a majority
of Directors present at a meeting duly called at which a quorum is present,
unless otherwise expressly provided in these Bylaws or by direction of the
donor as a condition of the gift.
8.3 Distribution of Capital.
Determinations may be made to distribute capital from funds given without
directions as to principal or income, as well as pursuant to directions
expressly permitting use of principal; but the Board of Directors shall
inform the directors, custodian, or agent having custody of the funds of the
Corporation as far in advance as the Board of Directors deems practicable so
as to permit the trustee, custodian, or agent to adjust its investment
policies accordingly, and may, upon advice from the trustee, custodian, or
agent as to how the desired distribution and any necessary liquidation of
investment can be accomplished most economically, adjust its directions for
distributions so far as it deems practicable accordingly.
8.4 Determination of Effective Agencies
and Means of Carrying Out the Charitable Purposes of the Corporation.
The Board of Directors shall gather and analyze facts and conduct such
investigation and research as from time to time may be necessary or
desirable in order to determine the most effective agencies and means for
carrying out the charitable purposes and functions of the Corporation, and
may direct disbursements for such fact gathering and analysis,
investigation, and research from funds given for such purposes or from funds
given without designation as to purpose. Disbursements for other proper
administrative expenses incurred by the Board of Directors, including
salaries for such professional and other assistance as it from time to time
deems necessary or desirable, shall be directed to be paid so far as
possible from any funds designated for such purposes, and any balance out of
income of the funds of the Corporation or such of its principal as is not
specifically restricted against such use.
8.5 Furtherance of Charitable, Educational and Scientific Purposes.
In furtherance of the charitable educational and scientific purposes and
functions of the Corporation, when needs therefore have been determined and
with appropriate provisions to assure use solely for such purposes, the
Board of Directors may direct distributions to such persons, organizations,
governments, or governmental agencies as in the opinion of the Board of
Directors can best carry out such purposes and functions or help create new
qualified charitable, educational or scientific organizations to carry out
such purposes and functions, (subject however to any limitations by
direction of the donor of any such gifts].
ARTICLE NINE
Contracts, Checks,
Deposits, and Funds
9.1 Contracts. The Board of
Directors may authorize any Officer or Officers, agent or employee 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
and on behalf of the Corporation. Such authority must be in writing and may
be general or confined to specific instances.
9.2 Checks, Drafts, Notes, Etc.
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall
be signed by such Officer or Officers, agent or employee of the Corporation
and in such other manner as may from time to time be determined by
resolution of the Board of Directors. In the absence of such determination
by the Board of Directors, such instruments may be signed by the Treasurer
and countersigned by the General Chair of the Corporation upon affirmative
resolution by the majority vote of the Executive Committee.
9.3 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.
9.4 Gifts. The Board of Directors
may accept on behalf of the Corporation any contribution, gift, bequest, or
devise for the general purposes or for any special purpose of the
Corporation provided said contribution, gift, bequest, or devise is in
strict accordance to the Articles of Incorporation and Bylaws of the
Association.
ARTICLE TEN
Indemnification and
Insurance
10.1 Liability of Directors,
Indemnification and Insurance. Matters regarding liability of directors
and indemnification and insurance of directors, officers, and any other
parties shall be governed by the Corporation’s Articles of Incorporation and
Bylaws and the Association's Administrative Procedures Manual.
ARTICLE ELEVEN
Miscellaneous
11.1. 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
committees having any of the authority of the Board of Directors and shall
keep at the principal office of the Corporation a list or record containing
the names and addresses of all affiliates. Any person who shall have been a
affiliate of record of the Association for at least six months immediately
preceding the demand, shall have the right to examine in person by agent or
attorney, during usual business hours, its minutes of the proceedings of its
affiliates and list or records of affiliates and to make extracts therefrom.
11.2 Corporate Seal. The Corporate
seal (of which there may be one or more exemplars) shall be in such form as
the Board of Directors may from time to time determine.
11.3 Fiscal Year. The Board of
Directors is authorized to fix the fiscal year of the corporation and to
change the same from time to time as it deems appropriate.
11.4 Internal Revenue Code. All
references in these Articles of Incorporation and Bylaws to sections of the
Internal Revenue Code shall be considered references to the Internal Revenue
Code of 1986, as from time to time amended, to the corresponding provisions
of any applicable future United States Internal Revenue Law, and to all
regulations issued under such sections and provisions.
11.5 Constructions. Whenever the
context so requires, the masculine shall include the feminine and neuter,
and the singular shall include the plural, and conversely. If any portion
of these Articles of Incorporation and Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
(a) The remainder of these
bylaws shall be considered valid and operative;
(b) Effect shall be given to
the intent manifested by the portion held invalid or inoperative.
ARTICLE TWELVE
Amendments
12.1 Power to
Adopt Bylaws. The affiliation shall have the power to adopt appropriate
Articles of Incorporation and Bylaws on behalf of the Association by
resolution of said general affiliation. Open access to a copy of the
proposed Articles of Incorporation and Bylaws must be provided to the
general affiliation no less than twenty-four (24) hours prior to the called
determination.
12.2 Power to Amend Bylaws. The
Affiliation shall have the power to amend, or repeal these Bylaws or adopt
new Bylaws by resolution of said general affiliation.
12.3 Process. Changes or amendments
to these Bylaws shall be considered by the Board of Directors and submitted,
in writing or by posting said Bylaws on the Association website, to the
Association affiliates at least thirty (30) days prior to a vote, either by
mail or at the annual meeting. If the vote is conducted electronically, or
via regular mail, the election shall be deemed concluded thirty (30) days
after the posting or notice by other means. Only those ballots cast during
that time period shall be considered.
12.4 Conditions of Affiliation Vote.
Proposed changes to the bylaws shall be considered accepted when a majority
of those delegates of the affiliate locations voting within the period
indicated in Section 12.2, so indicate by their vote.
12.5 Quorum. A minimum of ten
percent (10%) of the total current general affiliation is required for any
change in the Bylaws, or if said change is submitted to a vote of the
general affiliation at the annual Association meeting, any number of paid
registrants in attendance at said meeting shall be considered a quorum of
the general affiliation. Each affiliate location is entitled to one vote,
which is cast by and through the delegate chosen by that affiliate location.
12.6 Conditions of Board Vote. Action by the Board of Directors with respect to Bylaws may also be taken at
any regular or special meeting of the Board by the affirmative vote of a
majority of all directors then holding office provided that the board has
been served with two (2) days notice of the proposed changes.
ARTICLE THIRTEEN
Tax-Exempt Status
13.1 Tax-Exempt Status. The
affairs of the Corporation at all times shall be conducted in such a manner
as to assure the Corporation’s status as an organization qualifying for
exemption from taxation pursuant to section 501(c)(3) of the Internal
Revenue Code.
13.2 Charitable
Purposes. For
purposes of this document, “charitable purposes” include charitable,
religious, educational, literary or scientific purposes within the meaning
of code section 501(c)(3), contributions for which are deductible under code
section 170 (c)(2).
Resolution by Directors adopting Bylaws
No Bylaws having been adopted governing the conduct of the
internal affairs of this Corporation, and the set of Bylaws presented to
this meeting being suitable for the purpose and their adoption being in the
best interest of the Association,
It is therefore resolved on this 1st day of June,
2002, that the Bylaws presented to this meeting become the Bylaws of this
Corporation effective upon approval of said Bylaws by majority vote of a
duly constituted quorum of the general affiliation.
It is further resolved that the Bylaws be authenticated as
such by the certificate of the Secretary of the Corporation and be placed in
its minute book, and that a full and true copy thereof, certified by the
Secretary, be kept at the principal office of the Corporation for inspection
by affiliates at all reasonable times during business hours.
| Signatures |
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Resolution by Affiliates Adopting Bylaws
It is resolved that the affiliates of the Pulp & Paper
Safety Association, Inc. a not-for-profit corporation, on this 4th
day of June, 2002 hereby approve and adopt the Bylaws proposed to this
meeting of the association affiliates as the Bylaws of said corporation.
It is further resolved that the Bylaws be authenticated as
such by the Secretary of this Corporation and placed in the minute book, and
that a full and true copy thereof, certified by the Secretary, be kept at
the principal office of the Corporation for inspection by affiliates in good
standing at all reasonable times during business hours.
By signing below, the duly elected Officers of the
Corporation hereby affirm and attest that this resolution of the general
affiliation of the Association to approve and adopt the Bylaws presented to
this meeting, or by special ballot, was conducted on the above stated date
in accordance with the Articles of Incorporation and Bylaws herein adopted.
| Signatures |
_________________________ |
| Chairman |
_________________________ |
| First Vice-Chair |
_________________________ |
| Second Vice-Chair |
_________________________ |
| Ex-Officio |
_________________________ |
| Chairman Emeritus |
_________________________ |
| Secretary |
_________________________ |
| Treasurer |
_________________________ |
Certificate of
Adoption of Bylaws
I, the undersigned, do hereby certify:
1. That I am the
duly elected and acting Secretary of the Pulp & Paper Safety Association,
Inc. a not-for-profit corporation.
2. That the
foregoing Bylaws, comprising seventeen (17) pages, constitute the original
Bylaws of said Corporation as duly adopted at the first, or a copy of the
bylaws as duly amended, at the meeting or by otherwise legal resolution of
the Association affiliates thereof, duly held or thereby conducted on the
______ day of _____________, 2______.
In witness thereof, I have hereunto subscribed my name and
affixed the seal of said Corporation this ______ day of ____________,
2______.
_________________________
Secretary
The Pulp & Paper Safety Association, Inc. is incorporated as a non-profit association. Our tax status is 501(c)3. Due
to this status, donations to the Association are tax deductible under some
circumstances.
If you have
any questions, please contact Executive Director Pam Cordier at 219-764-4787. |
