BYLAWS
OF
The Reusable Packaging Association
(A District of Columbia nonprofit corporation)
ARTICLE I
NAME AND PURPOSES
1. Name. The name of this corporation shall be the “Reusable Packaging Association” and it may be referred to from time to time in these Bylaws as the “Association.”
2. Purposes. The purposes of the Association shall be to promote and represent the common business interests of, and to improve business conditions among, members of the reusable packaging products and systems industry. In furtherance thereof, the Association shall pursue the following objectives:
(a) To expand the use of reusable packaging solutions, with a focus on those which have demonstrated systemic source reduction benefits to the solid waste stream, reduction of carbon emissions into the environment and adds to the overall sustainability of packaging used in the marketplace;
(b) To build beyond the environmental success which recycling has achieved in the United States and Canada, and to do so by implementing “source reduction-based” reusable material handling systems in the various supply chains; and
(c) To be involved, with respect to matters of interest to the Association and its members, in public education and awareness, issue management, the making of public policy, regulatory monitoring, industry marketing, and the setting of industry guidelines and standards.
3. Nonprofit Organization. The Association is organized as a 501(c) (6)) nonprofit not organized to engage in any regular business or activity of a kind ordinarily carried on for profit.
4. Legal Compliance. The purposes and objectives of the Association are to be achieved in full compliance with all applicable laws and regulations, including but not limited to the federal income taxation and federal antitrust laws of the United States.
ARTICLE II
MEMBERSHIP
1. Qualifications. There shall be four (4) classes of membership in the Association: Regular Members, Affiliated Members, End User Members, and Institutional Members. The use of the terms “Member” or “Members” throughout these Bylaws shall include all four (4) classes of membership.
(a) Regular Members. Admission to the Association as a “Regular Member” shall be open, on a company basis, only to sole proprietorships, partnerships, limited liability companies, corporations, and other entities which are engaged in the manufacturing, pooling, or supply of “Reusable Packaging Products and systems” (as defined below). There are two (2) categories of “Regular Members”, those that have annual global reusable revenues exceeding $20 Million (US), and those that have annual global reusable revenues less than $20 Million (US). For the purpose of the foregoing, a “Reusable Packaging Product or System” shall have the following characteristics:
(i) it is typically never disposed of by the user;
(ii) it is used in a component or finished goods movement system or raw material supply chain;
(iii) it is used in a reusable pool of like products, within an open loop pooling system or closed loop pooling system (including an internal single company pooling system);
(iv) it is long lasting, sufficiently rigid, and highly durable in its construction such that it will function in its original condition for multiple trips, in all weather conditions, under maximum capacity load conditions, without a product failure;
(v) its lifetime is measured in years; and
(vi) it has a demonstrated history or generally accepted potential to qualify as a source reduction, solid waste elimination reusable system.
(b) Affiliated Members. Admission to the Association as an “Affiliated Member” shall be open, to corporations and other companies or individuals that have secondary interests supportive of the trade and industry of Regular Members, including but not limited to, consultants, and suppliers to the industry.
(c) End User Members. Admission to the Association as an End User Members” shall be open, to corporations, retailers or other entities that use that use these products and systems
(d) Institutional Members. Admission to the Association shall be open to nonprofit organizations with specific interest in the mission of the membership including academic entities, NGOs, government entities and other associations
2. Application and Election of Members. Any individual, corporation or other entity may apply for admission as a Member of the Association by filing a written application in such form as prescribed the Board of Directors. By signing the application, or submitting the application in an electronic format, the applicant agrees to abide by the bylaws and other requirements set forth by the Board of Directors, and agrees to pay all dues and other assessments as set by the Board of Directors. The Board of Directors shall set all dues and assessments for the association annually. Upon receipt of the application by mail or electronic form, and provided the applicant meets all the requirements as prescribed in Article II of these bylaws, the applicant may be granted full membership status. If for any reason there is a question regarding eligibility or the applicant is deemed ineligible, the applicant will have the right to appeal or ask for reconsideration of any such determination in a review process established by the Board of Directors.
3. Voting Rights. All dues-paying Members of the Association shall be entitled to vote on all matters relating to the Association, including but not limited to the election of Elected Directors, amendments to the Bylaws and; major corporate events, such as merger, consolidation, or dissolution.
4. Withdrawal of Members. Members may withdraw by giving written notice to the Association, and such withdrawal shall be effective on the later of the Association’s receipt of such written notice or the date specified by the Member in such written notice; provided however, that any withdrawing Member shall remain obligated in full for all dues, fees, assessments, and other charges accrued and unpaid as of the effective date of such Member’s withdrawal.
5. Termination of Membership. If any Member no longer satisfies the qualifications required for the maintenance of its particular class of Membership, as set forth in Article II above, its Membership shall automatically terminate.
6. Default in Payment of Dues, Fees, Assessments or Other Charges. If any Member defaults in the payment of any dues, fees, assessments or other charges for which it is obligated, and such default continues uncured for a period of thirty (30) days after the mailing of written notice thereof, its Membership may be terminated at the discretion of the Board of Directors.
7. Reinstatement. A former Member may seek the reinstatement of its Membership by filing a written request with the Secretary of the Association. The Board of Directors shall review such request, and may reinstate the former Member upon such terms as the Board of Directors may deem appropriate.
8. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of Members or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “Membership” or “Memberships” or “Member” or “Members” refers to a membership of record and in good standing.
9. Membership Certificates. The Board of Directors may, in its discretion, cause certificates to be prepared and issued to evidence Membership in the Association. The fact that the Association is a District of Columbia nonprofit corporation shall be noted conspicuously on the face or back thereof, and all membership certificates, if issued, shall be signed and sealed as prescribed by the Board.
ARTICLE III
MEETINGS OF MEMBERS
1. Annual Meetings. The annual meeting of the Members of the Association shall be held at a time and place designated by the Board of Directors.
2. Special Meetings. Special meetings of the Members may be called and held by the order of the Board of Directors at a time and place designated by the Board of Directors.
3. Notice of Meetings. Written or printed notice stating the place, day and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered not less than ten (10) days and not more than fifty (50) days before the date of such meeting, either personally, by mail, or by electronic communication (such as email, facsimile, etc.). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at the address appearing on the records of the Association, with postage thereon prepaid. Whenever any notice is required to be given any Member, a waiver thereof in writing signed by such Member, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Presence of a Member at a meeting without objecting to the holding thereof shall also be deemed to be a waiver of notice by any such Member.
4. Quorum. A majority of the Regular Members of the Association, represented in person or by proxy, shall constitute a quorum at any meeting of the Members. At any meeting at which a quorum is not present, the Members present shall have the power to adjourn the meeting.
5. Proxies. Every Member entitled to vote at a meeting of the Association’s Members, to waive notice of a meeting, or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be signed by the Member or its duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.
6. Voting. Except as may otherwise be provided by the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the votes entitled to be cast by the Members at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members; provided, that the Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Votes cast for the election of Officers and Elected Directors shall be by secret ballot.
7. Written Action. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the Members
8. Voting by Mail. Voting on all matters, including the election of Officers and Elected Directors, may be conducted by mail, or by email or other form of electronic communication or transmission, if permissible under the District of Columbia Nonprofit Corporation Act.
9. Order of Business. The order of business at all meetings shall be determined by the Board of Directors and shall include pertinent committee reports, old and new business, and comments from the floor.
10. Rules. If and to the extent that procedures for the conduct of meetings of the Members are not determined by these Bylaws, or by the Board of Directors, the current edition of Robert’s Rules of Order shall prevail.
ARTICLE IV
OFFICERS AND DIRECTORS
1. Officers of the Association. The Officers of the Association shall be: the Chairman of the Board, Immediate Past Chairman, Vice Chairman (who shall presumptively succeed to the Chairmanship), and Secretary/Treasurer. Officers of the Association shall be elected by the Board of Directors.
2. Elected Directors. Directors shall consist of not less than eight (8) and not more than fifteen (15) elected representatives from Member companies. The number of Elected Directors may be increased in excess of such numbers by amendment to the Bylaws; nonetheless, the number of currently serving directors shall be fixed at eight (8) until such time as the Board of Directors increases the number of directors by majority vote. In the event of an increase in the number of director positions, such newly authorized positions shall remain vacant until filled through the Election process described in Paragraph 5 of this Article IV.
3. Board of Directors. The affairs of the Association shall be managed by the Board of Directors, which shall be composed of the Chairman of the Board, Immediate Past Chairman, Vice Chairman, Secretary/Treasurer, the Elected Directors, the Committee Chairmen (as defined in Article V, Section 2 herein), and the Chief Executive Officer and President of the Association. The Officers (other than the Immediate Past Chairman) and Elected Directors shall have full voting privileges on the Board. The Immediate Past Chairman, non-elected Committee Chairmen and the Chief Executive Officer and President shall serve as ex officio Directors without a vote.
4. Qualifications of Officers and Directors. Only individuals employed by Regular Members may serve as Officers. Although required to be employed by Members at the time of their election and throughout their terms, Officers and Elected Directors shall serve in their individual capacities and not as representatives of their Regular Member. No more than one (1) individual employed by the same Member company or entity may serve on the Board of Directors as an Officer or Elected Director at any one time, except if that person is serving as an ex officio member of the Board. The Board of Directors shall establish such qualifications for the Chief Executive Officer and President as the Board from time to time deems necessary and appropriate.
5. Election of Elected Directors. The Elected Directors shall be elected as follows:
(a) Nominating Committee. There shall be a Nominating Committee composed of the Immediate Past Chairman (as chairman), the Vice Chairman, the Chief Executive Officer and President, and other persons as may be designated from time to time by the Board of Directors. If the Immediate Past Chairman should be unable or unwilling to serve, the Board of Directors shall appoint a replacement to chair the Nominating Committee. Notwithstanding the foregoing the Chairman of the Board may serve on the Nominating Committee.
(b) Call for Nominations. Not less than sixty (60) days prior to the end of the year, or such other date set by the Board for the completion of the election of Elected Directors (the annual meeting date or such other date hereinafter referred to as the “Election Date”), the chairman of the Nominating Committee shall send out a notice to all Members informing them of the open Board of Director positions which will be elected as of the Election Date, and soliciting recommendations for nominees for such positions. Not less than 30 days prior to the Election Date, the Nominating Committee shall meet to consider nominees for the open positions, and shall decide upon a slate of nominees. The Nominating Committee shall inform the Board of Directors of the identity of the final nominees and request the Board’s input on the final nominees
(c) Mail Ballots. Not less than 10 days prior to the Election Date, the Secretary shall cause to be prepared and sent to each Member , by U.S. Mail and/or by electronic mail, ballots listing the open Board of Director positions to be elected on or as of the Election Date, with the names for each office. The notice accompanying the ballots will state the deadline for receipt of ballots. All Members shall return their ballots to the designated address on or before the Election Date. All ballots will be tabulated by the designated supervisor of the elections. The results of the elections for the open positions shall be announced prior to the closing of the annual meeting, or promptly after the Election Date.
6. Terms of Office for Officers and Elected Directors.
(a) Officer Terms. Each Officer shall serve for a term of one (1) year, beginning on the first day of the new year following Elected Date on which he was elected or succeeded to office, and ending with the last day of that year, or until his successor takes office, whichever is later. No individual may serve more than two (2) consecutive terms as an Officer, except that the individual who is elected Vice Chairman shall presumptively serve consecutive one-year terms in the offices of Vice Chairman, Chairman and Immediate Past Chairman, respectively, for a total of three (3) years.
(b) Elected Director Terms. Each Elected Director shall serve a term of two (2) years, beginning on the first day of the new year following the Election Date on which he was elected, and ending with the last day of the second year thereafter, or until his successor takes office, whichever is later. The Elected Directors shall be divided into two (2) classes as evenly as possible, so that the terms of the first class shall begin and end on Election Dates in odd-numbered years, and the terms of the second class shall begin and end on Election Dates in even-numbered years. No individual may serve more than two (2) consecutive terms as an Elected Director.
(c) Re-nomination of Former Officers and Elected Directors. If any individual has served two (2) consecutive terms as an Officer or Elected Director, he may not be nominated again as an Officer or Elected Director until the expiration of at least one (1) year. After the expiration of such period, he may then be nominated only for an Officer or Elected Director position different than the one he last held.
(d) Removal of Officers and Elected Directors. Any Officer or Elected Director may be removed, prior to the expiration of his term of office, with or without cause, by the Board of Directors. A vacancy caused by the removal of such Officer or Elected Director may be filled by a vote of the remaining members of the Board of Directors. An Officer or Elected Director elected to replace a removed Officer or Elected Director shall serve for the unexpired term of his predecessor in office.
(e) Vacancies. A vacancy shall result in the event of the death, resignation, or retirement of any Officer or Elected Director. A vacancy shall also result if, during his term, an Officer or Elected Director (i) leaves his employment by the Member company by which he was employed at the time of his election or appointment to become employed by another Member company; or (ii) ceases to be employed by any Member company. Any vacancy caused by the death, resignation, retirement, or cessation of employment by a Member, of any Officer or Elected Director may be filled by the Board of Directors. In the event of a vacancy resulting from the subject individual’s change of employment from one Member to another Member; the Board may leave the vacancy unfilled until the next regular election for that Elected Directorship or Office. In the alternative, the Board may hold a special election to fill the vacancy (and in any such special election, the former Officer or Elected Director may be a candidate, but only if none of the then current Officers or Elected Directors is employed by the Member company which the former Officer or Elected Director has then joined; provided, however, that there may be current ex officio Directors employed by that Member). In the event that the subject individual is the Chairman of the Board, the Board may also implement the succession plan for filling the Office of Chairman of the Board. An Officer or Elected Director appointed or elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. For purposes of this subsection, the term “Officer” shall be deemed not to include the Immediate Past Chairman.
7. Duties and Functions of Officers, Elected Directors, and President
(a) Chairman of the Board. The Chairman shall be the principal volunteer officer of the Association; shall act as the principal spokesperson for the Association; shall propose strategic planning initiatives and oversee approved projects; shall preside at annual and special meetings of the Membership and at all meetings of the Board of Directors, and where necessary or appropriate, shall appoint alternate presiding officers; shall appoint chairmen of all committees of the Board of Directors (other than the Nominating Committee and Audit and Finance Committee), subject to ratification of such appointments by the Board; and shall perform all duties incident to the office of Chairman and such other duties as may be assigned by the Board of Directors from time to time.
(b) Vice-Chairman. In the absence of the Chairman or in the event of his disability, inability or refusal to act, the Vice-Chairman shall perform the duties of Chairman; and shall perform such other duties as from time to time may be assigned to him by the Chairman or the Board of Directors. The office of Vice-Chairman is a Chairman-elect position and will advance to Chairman of the Board when the tenure of office is completed.
(c) Immediate Past Chairman. The Immediate Past Chairman shall serve as an ex officio member of the Board of Directors without a vote. The Immediate Past Chairman shall consult to the Chairman and shall assist other Officers and Directors in carrying out of their respective duties and functions. The Immediate Past Chairman shall serve as the chairman of the Past Chairman’s Advisory Council and Nominating Committee of the Board of Directors.
(d) Secretary/Treasurer. The Secretary/Treasurer shall supervise the Chief Executive Officer and President in keeping the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; shall be the custodian of the corporate records and documents; and shall keep a register of the official address of record of each Member which such Member shall have furnished to the Secretary/Treasurer. The Secretary/Treasurer shall oversee the collection of all dues, assessments and other monies payable to the Association and the deposit of all such monies in the name of the Association in such banks or other depositories selected by the Board of Directors; shall have charge and custody of and be responsible for all funds and securities of the Association; shall perform all duties as from time to time may be assigned to him by the Board of Directors; shall countersign financial instruments as directed by the Board; shall oversee and control the financial records of the Association; shall be responsible for the preparation and delivery of quarterly financial reports of the Association; and shall serve as the chairman of the Audit and Finance Committee of the Board of Directors.
(e) Elected Directors. The Elected Directors shall serve on the Board of Directors and participate thereon in the management of the affairs of the Association.
(f) Chief Executive Officer and President. The Chief Executive Officer and President shall be appointed by the Executive Committee and shall be an ex officio member of the Board of Directors without a vote; shall give notice of and attend all meetings of Members and attend meetings of committees of the Board, and keep a record of their proceedings as required or deemed necessary by the Board; shall counsel the Board on process and protocol; shall oversee governance, operational and fiscal activities of the Association; shall execute policies set by, and projects approved by, the Board; shall be the primary signatory of agreements, contracts, and other documents binding the Association, with approval of the Board; shall be the sole signatory of checks, drafts, and other financial instruments in amounts set by the Board, and shall be co-signatory with designated Officer(s) of checks, drafts and other financial instruments in amounts set by the Board; and shall perform such other duties and functions as may be assigned by the Board of Directors. Unless the Bylaws specifically provide otherwise, a reference in these Bylaws to “Officers” shall not be interpreted to include the Chief Executive Officer and President.
8. Meetings of the Board of Directors.
(a) Meetings. The Board of Directors shall meet as convened by the Chairman of the Board, and should meet at least two (2) times per year. The Chairman shall determine the date, time and location of the meetings, and the Chairman (or his alternate) shall be the presiding officer at all meetings of the Board. The Board shall maintain a permanent record of its proceedings.
(b) Quorum and Action: Except as may otherwise be provided by the Articles of Incorporation and these Bylaws, eight (8) voting members of the Board of Directors shall constitute a quorum. A majority of the members of the Board, who are present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place. Except as otherwise provided by the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, the vote of a majority of the voting members of the Board of Directors present, if a quorum is present at such time, shall constitute the act of the Board.
(c) Written Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all of the voting members of the Board.
(d) Participation by Telephone. Any or all members of the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board by means of a conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
(e) Rules. If and to the extent that procedures for the conduct of meetings of the Board of Directors are not determined by these Bylaws, or by the Board of Directors, the current edition of Robert’s Rules of Order shall prevail.
9. Compensation. Officers and Elected Directors as such shall be volunteers and shall not receive any compensation for the performance of their services. However, the Association may in its discretion reimburse Officers and Elected Directors for reasonable out of pocket expenses directly connected to the performance of their duties.
10. Indemnification: Every Director, Officer or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him or her in connection with any proceeding to which he or she may be made party, or in which he or she may become involved, by reason of being or having been a Director, Officer or employee at the time such expenses are incurred, except in such cases wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to, and not exclusively of, all other rights to which such Director, Officer or employee may be entitled.
ARTICLE V
COMMITTEES
1. Permanent Committees. For the purpose of assisting the Board of Directors in carrying out specific ongoing duties and responsibilities, there shall be established as permanent committees the following committees: Executive Committee, Nominating Committee and an Audit and Finance Committee.
(a) Executive Committee. The Make-up and Authority of the Executive Committee: The Executive Committee shall consist of the Officers of the Association, which Committee between Board meetings shall exercise all the powers of the Board in the management of the affairs of the Association except as limited by law. A majority of the Executive Committee shall constitute a quorum. The Chief Executive Officer and President shall be an ex officio member of the Executive Committee without a vote;
(b) The Executive Committee shall keep minutes of its meetings and shall report all action taken by it to the Board of Directors at the first meeting of the Board following the taking of such action; the Executive Committee may approve the annual budgets of the Association with the concurrence of the Board at the next Board of Directors meeting.
(c) The Executive Committee shall have the authority to hire or fire the Association’s CEO and President, evaluate his or her performance, and set levels of compensation for the CEO and President. However, the CEO and President shall not participate in any deliberation or meeting concerning such issues.
(d) Executive Committee Meetings: The Executive Committee shall meet at the call of the Chairman of the Board.
(e) Nominating Committee. The Nominating Committee shall be composed of the Immediate Past Chairman (as chairman), the Vice Chairman, the Association’s CEO and President, a representative of a Member, and such other persons as may be designated from time to time by the Board of Directors. If the Immediate Past Chairman should be unable or unwilling to serve, the Board of Directors shall appoint a replacement to chair the Nominating Committee. Notwithstanding the foregoing, the Chairman not shall serve on the Nominating Committee. The term of members of the Nominating Committee shall be one (1) year. The Nominating Committee shall be responsible for nominating candidates for open Elected Director positions as provided in Article IV, Section 5 of these Bylaws.
(f) Audit and Finance Committee. The Audit and Finance Committee shall be composted of the Secretary/Treasurer (as chairman), Vice Chairman and such other persons as designated by the Board of Directors. The term of members of the Audit and Finance Committee shall be one (1) year.
2. Other Committees. The Board of Directors may establish such general and special committees as the Board may deem necessary or appropriate to carry out the mission and strategic plan of the Association (hereinafter referred to as “Committees”) and may establish other committees as necessary or appropriate. The Board of Directors shall determine from time to time the purpose, objectives, and scope of each committee it has established, and in its discretion may eliminate or phase out any such committee it has established.
(a) Committee Chairman:
(i) Appointment. The Chairman of the Board shall appoint the chairman of each committee established by the Board of Directors, subject to ratification by the Board. In selecting the chairman, the Chairman shall solicit individuals employed by Member companies to volunteer to serve as chairman. If no one volunteers for the open chairmanship, the Chairman may appoint an individual employed by a Member company. The Chairman may not appoint as chairman of any Committee any current Officer or any individual who is then serving as chairman of another committee, and he shall give preference to individuals who are not then Elected Directors, although he shall not be prohibited from appointing an Elected Director as chairman of a committee.
(ii) Term of Chairman. Each committee chairman shall serve an initial term of two (2) years, and may serve one (1) additional term as chairman.
(iii) Committee Chairman as ex officio Director. Unless he is already an Elected Director, the individual appointed by the President to serve as chairman of any Committee established by the Board of Directors shall thereby hold during the term of his chairmanship an ex officio nonvoting seat on the Board of Directors.
(iv) Vacancies in Chairmanship of Committees. A vacancy in the chairmanship of any Committee shall result in the event of the death, resignation, or retirement of any Committee chairman. A vacancy shall also result if, during his term, a Committee chairman (A) leaves his employment by the Member by which he was employed at the time of his appointment by the Chairman to become employed by another Member; or (B) ceases to be employed by any Member. In the event of a vacancy, the Chairman shall appoint a new Committee chairman in the manner set forth in paragraph (i) above.
(b) Committee Members. Each committee shall have as many members as appropriate to fulfill the work of the committee. The chairman shall select the members of his committee, first by soliciting individuals employed by Members to volunteer to be members, and if not enough individual’s volunteer, then the chairman shall appoint individuals employed by Members. Other than the foregoing, the chairman of each committee shall have the discretion to determine the term, composition, and number of committee members, as deemed reasonable by the Board of Directors.
(c) Committee Activities. The chairman of each committee shall be responsible for the issuance of written notice of the date, time and agenda of each committee meeting. The chairman shall determine procedural matters relating to his committee, such as quorum, voting requirements, removal of members, filling of vacancies, etc., except that all recommendations of committees shall be approved by a majority of the voting members of the committee before such recommendations are submitted to the Board of Directors for action. The chairman shall be responsible for the preparation and delivery of quarterly reports to the Board of Directors on the activities of the committee.
ARTICLE VI
CONTRACTS, DEPOSITS AND FUNDS
1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
2. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
3. Conflict of Interest Transactions.
(a) A “Conflict Transaction” shall mean a contract, agreement or other transaction between the Association and one or more Officers, Elected Directors, Committee Chairmen or the CEO and President (each of which is hereinafter referred to as an “Interested Person”), or between the Association and any corporation, firm, association, organization or other entity in which one or more Interested Persons are Directors, Officers, or shareholders, or have an ownership or financial interest.
(b) No Conflict Transaction will be void or voidable solely because it involves an Interested Person as contemplated in subsection (b) above, or solely because the Interested Person is present at or participates in the meeting of the Board of Directors or Committee which authorizes the Conflict Transaction, or solely because the Interested Person’s vote is counted for such purposes, if one of the following circumstances applies:
(i). the material facts as to the Interested Person’s relationship or interest and as to the Conflict Transaction are disclosed or are known to the Board of Directors or the Committee, and the Board of Directors or Committee in good faith authorizes the Conflict Transaction by the affirmative vote of a majority of the members of the Board of Directors or Committee who are not Interested Persons, even though the non-Interested Persons be less than a quorum; or
(ii). the material facts as to the Interested Person’s relationship or interest and as to the Conflict Transaction are disclosed or are known to the Board of Directors or Members entitled to vote, and the Conflict Transaction is specifically approved in good faith by vote of the Board of Directors or Members entitled to vote; or
(iii). the Conflict Transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board of Directors or Members entitled to vote.
Each and every person who is or may become an Officer, Elected Director, Committee Chairman, or CEO and President of the Association is relieved, to the extent permitted by law, when acting in good faith, from any liability that might otherwise exist from contracting with the Association for the benefit of himself, or for the benefit of any person in which he may be interested or with which he may be connected.
ARTICLE VII
BOOKS AND RECORDS – REGISTERED OFFICE AND AGENT
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Membership, the Board of Directors, and any committee of the Board, and shall keep at its registered office or principal office in the District of Columbia a record of the names and addresses of all Members.
The address of the initial registered office of the Association and the name of the initial registered agent of the Association are set forth in the Articles of Incorporation.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Association shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE X
MEMBERSHIP FEES, DUES REPORTS AND ASSESSMENTS
1. Membership Fees. Each individual, corporation or other entity elected to membership in the Association shall pay an initial membership fee in such amount as may be determined annually by the Board of Directors.
2. Dues. Dues of each Member shall be determined annually by the Board of Directors.
3. Assessments. Assessments shall be divided equally among all Members of the Association. Assessments are imposed for costs incurred in excess of normal operating procedures.
ARTICLE XI
DISSOLUTION
In the event of dissolution of the Association, the assets of the Association remaining after payment of all liabilities and obligations shall be distributed to a charity as described in Section 501(c) (3) of the Internal Revenue Code or to another not-for-profit organization as described in Section 501(c) (6) of the Internal Revenue Code, as shall be selected by the Members.
ARTICLE XII
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by resolution of the Board of Directors approved and adopted at the annual meeting of the Members or any special meeting of the Members of the Association by the affirmative vote of a majority of the Members present in person or by proxy at such meeting.
I HEREBY CERTIFY that the foregoing is a full, true, correct copy of the Bylaws of the Reusable Packaging Association, Inc., a District of Columbia nonprofit corporation, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Date: __________________________ Secretary: ___________________________