Table of Contents
ARTICLE I
1. The corporation shall have and continuously maintain in the State of Louisiana a registered office and a registered agent, whose address may or may not be identical with that of the registered office. The registered agent and the address of the registered office may be changed from time to time at the discretion of the Board of Directors.
2. At the discretion of the Board of Directors, the corporation may establish and maintain other offices within or without the State of Louisiana.
ARTICLE II
The fiscal year of the corporation shall begin with the first day of April, and end with the last day of March of the following calendar year.
ARTICLE III
Classes of members and eligibility for membership in each class is prescribed by the Articles of Incorporation and is stated in Article III thereof, which for reference is set forth below:
"1. There shall be two classes of members, namely:
(a) Regular Members, and
(b) Associate Members.
2. Eligibility for regular membership in this corporation shall be restricted to persons, firms, partnerships and other legal entities who or which are engaged in the business of storing and/or compressing cotton and who agree at all times, except when prevented by Act of God or force majeure, to comply with a non-cumulative, minimum weekly shipping standard of 4.5% of its CCC licensed capacity in effect during the week of shipment, but with shipment of non-segregated block bales not to be included in achieving such weekly standard.
3. Regular Members shall enjoy all rights and privileges of membership. Total voting power is vested exclusively in the Regular Members of the corporation, provided that specific voting powers may be apportioned as specified in the By-laws. No voting member shall have the right of cumulative voting.
4. Eligibility for Associate membership in this corporation is restricted to persons, firms, partnerships, and other legal entities or specified branches or divisions of such entities, who or which are engaged in business, commercial, industrial, professional or financing occupations which serve, supplement, complement, or otherwise have business or professional relations, or mutual or reciprocal interests, with entities engaged in the business of storing and/or compressing of cotton.
5. Associate members of this corporation shall have the usual and customary rights and privileges of membership, except that they shall not be eligible to vote in any capacity, to hold office (including membership on the Board of Directors), or to serve as Chairman of any committee of the corporation.
Membership.
1. Applications for membership shall be referred to the Board of Directors, and, if approved by a vote of three-fourths (3/4) of the entire Board, the applicant shall be admitted to regular or associate membership, as the case may be.
2. If a single legal entity, or executive management, controls or directs the operations of more than one cotton warehouse or compress-warehouse establishment, it shall be entitled to a separate voting membership for each such establishment subject to common control; provided that, except as may otherwise be required in order to give effect to Section 5 of Article V hereof, where two or more such establishments are located in a single town, city or metropolitan area, all such establishments so located and subject to such common control shall be considered as one establishment, entitling the controlling entity or management to only one voting membership therefore.
3. In order for any cotton warehouse or compress-warehouse establishment, or any legal entity operating such an establishment, to become a regular member of this corporation, all such establishments and all such legal entities subject to common control and management must also become regular members. For good cause shown, the Board of Directors shall have authority to waive this requirement by affirmative vote of three-fourths (3/4) of the entire Board of Directors.
4. Within thirty (30) days after election to regular membership, each regular member shall certify in writing to the secretary of the corporation the name (or names) of the person (or persons) who is (or are) appointed and authorized by said regular member to represent, vote and act for said regular member in the determination of all questions considered by the membership of the corporation, and who shall be eligible to hold office (including membership on the Board of Directors). Each regular member shall have the right, at any time, to revoke or amend such appointment/s and authorization/s, and to make new appointment/s and authorization/s.
5. On each issue or question submitted to a vote by the regular members, or concerning which the regular members, as a matter of law, have a right to vote, each regular member for each voting membership (as defined in Section 2,above) shall be entitled to one (1) vote for each 10,000 bales, or fraction thereof, most recently reported as the basis for allocation of his or its membership dues. In any membership meeting voting by proxy shall not be allowed; however, the vote of an absent member may be cast by an authorized representative (who is present at the meeting) of an associate, subsidiary or affiliate of such absent member.
6. Membership of a regular or associate member may or shall be terminated in either of the following ways:
(a) Upon loss of qualifications for membership because of death, sale, merger, consolidation, cessation of business operations or other cause;
(b) For cause, by an affirmative vote of three-fourths (3/4) of all of the members of the Board of Directors after due hearing held at a time and place designated by the Board of Directors, written notice of which must be sent to said regular member or associate member at least fifteen (15) days prior to said hearing, in which notice the charges against said regular or associate member and the time and place of said meeting shall be designated and at which hearing the charged regular or associate member shall have the opportunity to appear and present his, or its, defense.
(c) A regular or associate member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the regular or associate member so resigning of the obligation to pay membership dues, assessments or other charges heretofore determined and assessed for the then current fiscal year.
(d) Unless an extension is specifically authorized by the Board of Directors, regular or associate membership of any member shall automatically terminate when any scheduled payment of membership dues or other assessment is not paid prior to the expiration of three calendar months following the due date of such dues or assessments.
7. Membership is not transferable or assignable.
8. To provide for the orderly administration of the corporation's affairs, and to assure regular members operating in each of the following geographic districts of equitable representation on the Board of Directors, Executive Committee, Ways and Means Committee and all standing committees, the regular membership of the corporation shall be grouped into the following geographic districts:
EASTERN DISTRICT: All members operating cotton warehouse or compress-warehouse plants located in the states of Alabama-Florida, Georgia, North Carolina-Virginia, South Carolina, Arkansas, Louisiana, Mississippi, Missouri-Illinois and Tennessee-Kentucky.
WESTERN DISTRICT: All members operating cotton warehouse or compress-warehouse plants located in the states of New Mexico, Oklahoma, Texas, Arizona and California-Nevada.
With such exceptions (if any) as the Board of Directors may approve, each voting representative in any voting body of the corporation representing a member operating facilities in one of such geographic districts shall be an owner, partner, officer or executive actively engaged in the operation of the business of such regular member conducting cotton warehousing or compress warehousing operations in that particular geographic district. Such representation need not necessarily reside in the geographic district in which the member he represents conducts business operations.
For the purpose of allocation of directors, each two states, the names of which are connected with a hyphen, shall be treated as a single state unit.
ARTICLE IV
1. A meeting of the regular and associate members of the corporation shall be held annually between March 1 and June 30 of each calendar year, at such time and place as may be determined or approved by the Board of Directors. At each such annual membership meeting, officers and directors for the ensuing year shall be elected in the manner provided elsewhere in these By-laws; provided that, if an annual membership meeting is for any reason prevented, such officers and directors may be elected by mail vote of the regular members.
2. Special meetings of the regular and associate members may be called at any time and place by the President, and shall be called by the President upon written request therefore addressed to the Secretary by four (4) members of the Board of Directors, or by "minority members" as that term is defined in the Articles of Incorporation.
ARTICLE V
1. The internal affairs of the corporation shall be conducted and managed by a Board of Directors which shall have such authority and by subject to such limitations and restrictions as are now, or may hereafter be, provided in the applicable statutes of the State of Louisiana and/or the By-laws or Articles of Incorporation of this corporation.
2. Except for the initial Board of Directors, members of which were appointed by the Incorporators, the Board of Directors shall consist of:
a) The President, the Vice President (or First Vice President, if there be more than one) and the immediate Past President, each of whom shall be ex-officio, without the right to vote.
(b) Eighteen (18) members, nine (9) of whom shall be apportioned to and elected from each geographic distract. Directors apportioned to each geographic district shall be further apportioned on the basis of at least one (1) Director to each state or state unit therein. Directors not apportioned to a state or state unit in each geographic district shall be considered Directors-at-large from such district.
3. A director must
be a person who himself is a regular member or who is, and continues to be,
actively engaged, as an owner, co-owner, partner, officer or executive, in the
operation of the business of a regular member.
4. It shall not be necessary that a director reside in the geographic district in which the member whom or which he represents is located, or conducts business operations.
5. Except as may otherwise be required to give effect to the provisions of Section 2 of this Article V, not more than two (2) directors may be elected (to serve simultaneously) from the personnel of the same regular member, unless the business operations of the affiliate, associate, or subsidiary involved are directly controlled and directed by a separate, distinct and substantially autonomous management.
ARTICLE VI
Time of Election and Tenure of Directors.
Except for the three ex-officio members of the Board of Directors, for which provision is made in Section 2 of Article V, and except members of the initial Board of Directors, directors shall be elected at the annual membership meeting.
Directors appointed as members of the initial Board of Directors shall hold office until adjournment of the first annual membership meeting.
All succeeding directors so elected shall hold office from the time of adjournment of the annual membership meeting in which they are elected until adjournment of the next following annual membership meeting, or until their respective successors have been elected and qualified. Each director shall serve at the pleasure of the regular members.
No director may serve more that three (3) consecutive elective terms; provided, however, that appointment to serve the term of the initial Board of Directors or to serve an unexpired term shall not be considered applying the aforesaid limitation.
No director may be represented by an alternate or proxy.
ARTICLE VII
Meetings of the Board of Directors.
1. The annual meeting of the Board of Directors shall be held, without other notice than this By-law, immediately following, and at the same place as, the annual meeting of the members. By appropriate resolution, the Board of Directors may provide for additional regular meetings, or special meetings, at such times and places, within or without the State of Louisiana, as may be provided in such resolution, without notice other than such resolution.
2. Special meetings of the Board of Directors may be called by the President at any time; and a special meeting shall be called by him upon written request of any four or more directors, or of "minority members" as that term is defined in the Articles of Incorporation, filed with the Secretary.
3. Any vacancy occurring on the Board of Directors, may be filled by the vote of the remaining directors. However, the director so chosen shall be a designated representative of a regular member of the geographic district affected by the vacancy. A director elected to fill such a vacancy shall serve until adjournment of the next following annual membership meeting, or until his successor has been elected and qualified.
ARTICLE VIII
1. The officers of the corporation shall include a Chairman of the Board, a President, a Secretary, a Treasurer and such other officers or assistant officers as the Board of Directors may from time to time consider advisable. The office of Chairman of the Board shall be an office of automatic succession as hereinafter provided. The President and the Vice President (or Vice Presidents if there be more than one) shall be elected by the regular members at the annual membership meeting (subject to the possible exception provided in Section 1 of Article IV hereof). All other officers and assistant officers shall be appointed by the Board of Directors. With the exception of the Presidency and Vice Presidency (or Vice Presidencies, if there be more than one) any two offices may be held by the same person. The qualifications for the offices of President, Vice President and Treasurer shall be the same as those provided for directors in Article V, Sec. 3 of these By-laws. The Executive Vice President, Secretary and assistant officers, if any, need not necessarily be members or employees of members of the corporation but may be full-time or part-time paid employees of the corporation.
2. (a) Each officer shall hold office until adjournment of the next following annual membership meeting, or until his successor shall have been duly elected or appointed and shall have qualified. The Chairman of the Board, the President and Vice President (or Vice Presidents if there be more than one) shall serve at the pleasure of the regular members. All other officers shall serve at the pleasure of the Board of Directors. Other than those who serve as paid employees of the corporation, no officer or director shall be compensated for his services, or reimbursed for expenses incurred in attending meetings of the members. As may from time to time be authorized by the Board of Directors, officers, as well as members and directors, may be reimbursed for traveling expenses while necessarily away from home on business which they have been officially authorized or requested to perform for the corporation. The Executive Vice president and every other employee shall be employed for such period of time upon such terms and conditions, and for such compensation as the Board of Directors may from time to time determine.
(b) The President and Vice President (or First Vice President, if there be more than one) shall represent different geographic districts, and each shall be ineligible for reelection to the same office for three (3) annual terms immediately following the expiration of his term of office. In the absence of compelling reasons for an exception, the President and Vice President (or First Vice President, if there be more than one vice president) shall each be elected from separate geographic districts in regular order of rotation between said districts as determined by the Board of Directors.
The Vice President (or First Vice President, if there be more than one) shall be the "President Elect", and shall automatically succeed to the Presidency upon adjournment of the next following annual membership meeting.
Upon the adjournment of each annual membership meeting, the out-going President shall automatically succeed to the office of Chairman of the Board.
3. A vacancy in the office of President or Vice President may be filled by the regular members by use of any voting procedures provided in these By-laws. A new office created between annual membership meetings, or a vacancy in any office, other than that of President or Vice President, may be filled by the Board of Directors by use of any other voting procedures provided in these By-laws. Any person so chosen to fill a new office or a vacancy in an existing office shall hold office until his successor has been duly elected and shall have qualified. A vacancy in the office of Chairman of the Board shall be filled by a past President willing to serve, but with priority of right of service being in that person who last in time prior to the occurrence of such vacancy, served as President.
4. The Chairman of the Board shall, when present, preside at all meetings of the Board of Directors and the Executive Committee and shall be an ex-officio member of all committees other than the committee which nominates candidates for election to office in the corporation.
5. The President shall be the chief executive officer of the corporation, and shall exercise general supervision, control and direction of the affairs and operations of the corporation. He shall preside at all meetings of the members, and in the absence of the Chairman of the Board, shall preside at all meetings of the Board of Directors and the Executive Committee. He shall have authority, with the Secretary (or such other officer or agent of the corporation so authorized by the Board of Directors) to execute any deed, mortgage, bond, contract or other instrument authorized by the Board of Directors; provided that the Board of Directors shall have the power in specific instances to delegate such authority to other persons, and in particular shall have the power to delegate to the Executive Vice President or other appropriate officer the authority to sign and execute the various documents and contracts involved in the day-to-day conduct of the corporation's operations. In general the President shall perform all of the duties normally and customarily inherent in the office of the President, and such other duties as from time to time may be prescribed by the Board of Directors.
6. In the absence of the President, or in the event of his inability or refusal to act, the Vice President (or if there be more that one, the Vice Presidents in the order of their election and designation, but not including the Executive Vice President) shall perform the duties of the President, and when so acting, shall have all the power of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
7. The Executive Vice President shall, except as may otherwise be provided by the Board of Directors, direct and supervise the work of all other paid employees of the corporation; shall, except as may otherwise be provided by the Board of Directors, have full authority for, and responsibility of, managing, coordinating, and administering all of the business affairs of the corporation under the general guidance of the President, the Executive Committee and the Board of Directors; and shall perform and discharge such other duties as may from time to time be imposed upon him by the Board of Directors.
8. Except as such of his inherent duties and responsibilities as may be imposed by the Board of Directors on one or more of the paid employees of the corporation, the Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, deposit all such monies in the name of the corporation in such banks or other depositories as may be approved by the Board of Directors, perform all of the duties normally incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or the Board of Directors.
9. Except as such of his inherent duties and responsibilities as may be imposed by the Board of Directors on one or more of the paid employees of the corporation, the Secretary shall be the custodian of all minutes, minute books and other official records of the corporation. The duties of the Secretary shall include the keeping and the filing of accurate minutes of the proceedings of all annual and special meetings of the membership, and (when directed by the President) of meetings of the Board of Directors and the Executive Committee. Whenever for any reason the Secretary is not present at any meeting of the membership, the Board of Directors, or the Executive Committee, or the officer presiding at such meeting, shall have authority to appoint an Acting Secretary whose duty it shall be to record the proceedings of such meeting for filing and preservation in the official records of the corporation.
10. If one or more Assistant Treasurers and/or Assistant Secretaries should be appointed, each shall perform such duties as are assigned to him or her by his or her superior (the Treasurer and/or the Secretary, respectively) or by the President or the Board of Directors.
11. All books and records of the corporation may be inspected by any regular member, or his or its agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX
Nomination of Officers and Directors.
Not later than four (4) calendar months prior to each annual membership meeting, the President shall appoint a Nominating Committee composed of three regular members from each of the various geographic districts, and shall name as its Chairman one of the members from the geographic district from which the Vice President (or First Vice President, if there be more than one) for the following term is scheduled to be elected.
Not later than thirty (30) days prior to the annual membership meeting, the Nominating Committee shall certify to the Secretary of the Corporation its nominees for election as directors from the various geographic districts (using the allocation to states, state units and geographic districts as provided in Article V hereof) and its nominees for election to all elective offices of the corporation.
Not later than fifteen (15) days prior to the annual membership meeting, a list of such certified nominees shall be mailed to all regular members.
Not later than five (5) days prior to the annual membership meeting, additional nominations may be submitted in writing to the Secretary by any regular member. Additional nominations may not be made from the floor.
ARTICLE X
1. There shall be elected annually by the Board of Directors, from its membership, an Executive Committee, which, in addition to the duties delegated to it by the Board of Directors, and those specifically imposed upon it by these By-laws or the Articles of Incorporation, shall act as the By-laws, Resolutions and Recommendations Committee at all membership meetings of the corporation.
The Executive Committee shall be composed of the President, the Vice President (or First Vice President, if there be more than one), the Immediate Past President, each of whom shall be an ex-officio without the right to vote, and four (4) members of the Board of Directors from each of the geographic districts defined in Article III of these By-laws. The President and Vice President (or First Vice President, if there be more than one) shall serve as chairman and vice chairman, respectively, of the Executive Committee. Any vacancy in the membership of the Executive Committee may be filled by the Board of Directors. However, the member of the Board of Directors appointed to fill such vacancy shall be from the geographic district from which his predecessor came.
2. There shall be appointed annually by the Board of Directors a Ways and Means Committee, equal in number to the number of voting members of the Executive Committee, on which each geographic district shall be represented in the same proportion as in the voting membership of the Executive Committee. It shall be the duty of the Ways and Means Committee to consider and to make recommendations to the Board of Directors for its consideration (in its meeting immediately following adjournment of the next regular annual membership meeting) concerning all matters relating to membership dues, budget, financing and auditing.
3. Other standing committees may be established from time to time by resolution adopted by the such committee shall be regular or associate members, and shall be appointed by the President, who shall also name a member of each committee to serve as its chairman.
4. Except as otherwise herein provided for the Executive Committee, the terms of the members of all standing committees shall continue from the time of their appointment until adjournment of the annual meeting of the Board of Directors immediately following adjournment of the next annual membership meeting, or until their respective successors are appointed and have qualified.
5. Except as otherwise herein provided for the Executive Committee, vacancies in the membership of any committee may be filled by appointment made in the same manner as in the case of original appointment.
6. Each committee may adopt rules for its own government not inconsistent with these By-laws, the Articles of Incorporation or current policies established by the Board of Directors.
7. Except for the Executive Committee and Ways and Means Committee, for which provision has been heretofore made in these By-laws, the number of members of each standing committee shall be determined from time to time by the Board of Directors, with membership on each committee to be apportioned equally between the geographic districts.
8. Except as otherwise determined by the Board of Directors, the President shall have authority at any time to appoint "special" or "special purpose" committees, to name the chairman of each such committee, prescribe its duties, the body or official to which it shall report, and the duration of its existence within such President's term of office.
ARTICLE XI
Disbursement and Receipt of Funds.
1. All checks, drafts or orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.
2. The Board of Directors may (if, and to the extent, allowed by law) accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the corporation.
ARTICLE XII
1. Dues for all regular and associate members shall be determined and assessed on an annual basis by the Board of Directors (normally, but not necessarily, in its annual meeting following the annual membership meeting). As soon as feasible after such determination, each member shall be advised as to the amount of his dues obligation. Such membership dues shall be due and payable, without necessity of further notice, in equal quarterly installments on or before June 1, September 1, December 1 and March 1 of each fiscal year; provided that any regular or associate member shall have the option of prepaying his or its dues for the entire fiscal year, or any portion thereof.
2. In the case of any member admitted to membership after the beginning of the fiscal year, his or its dues shall be computed on the basis previously determined and fixed by the Board of Directors; but shall be payable only for that portion of the fiscal year remaining after his or its admission to membership.
3. If, through inheritance, devise, merger, consolidation, sale or otherwise, the facilities of a member are acquired by a non-member, the latter, if thereafter during the fiscal year he or it is elected to membership, shall be credited with the amount of dues paid by the predecessor member; provided, however, that nothing herein shall be construed as entitling such successor to automatic membership.
ARTICLE XIII
At any meeting of the membership or of the Board of Directors or of any of the standing committees, a quorum for the transaction of business shall be a simple majority of the qualified members of the body involved, however both of the geographic districts must be represented.
ARTICLE XIV
Majority Votes Required for Action.
Except as otherwise specified in the Articles of Incorporation or elsewhere in these By-laws, at any regular or special called meeting of the regular members, or of the Board of Directors, or of any of the standing committees of the corporation, or in a mail vote by any such body, action shall be by simple majority of the votes cast by those entitled to vote and voting; provided that, if any member of the voting body involved promptly suggests that any action taken by such simple majority vote concerns a matter of a controversial nature, and moves for reconsideration of such action taken by a simple majority vote, and if his motion receives a second, then such action shall be reconsidered and shall be confirmed only if approved by the affirmative vote of three-fourths (3/4) of the qualified members entitled to vote and voting; provided, however, that nothing herein is intended, nor shall be so construed, as amendatory of, or as a limitation upon the provisions of these By-laws for the protection of "minority members" which latter provisions shall-always be paramount and controlling if any other By-law provision is in conflict therewith.
ARTICLE XV
1. Subject to the requirements provided elsewhere in these By-laws concerning quorums and the required majorities for action by the regular members, the Board of Directors and each of the standing committees of this corporation, and subject to specific exceptions, if any, provided in the Articles of Incorporation or elsewhere in these By-laws, any issue or question which any such voting body is duly authorized to determine, may be submitted to the voting body in a regular annual or special called meeting, or by mail vote, or for a vote by telephone, telegraph or word of mouth; provided that any vote cast by telephone or word of mouth shall be confirmed in writing to the Secretary by the members so any combination of these methods as otherwise specifically authorized in the Articles of Incorporation or these By-laws.
2. In any roll-call vote, or vote by written ballot in any meeting of the membership, or in any vote by mail, all votes of any regular member (including associates, subsidiaries and affiliates, if any) represented in such meeting, or participating in a vote by mail, may be cast by any qualified representative of such regular member (or of any associate, subsidiary or affiliate of such regular member).
ARTICLE XVI
1. Whenever, by any of the normal voting procedures authorized in these By-laws, the regular members, the Board of Directors, or the Executive Committee or any standing committee of the corporation shall have approved any proposed action by or on behalf of the corporation involving a presentation to any other entity, official or group, and any member of the voting body concerned suggests that such proposed action is or will be inimical to the interests of "minority members" (as defined in Article XII of the Articles of Incorporation), then it shall be ascertained, by the most appropriate and expeditious manner feasible, whether opposition to such proposed action is shared by one or more Regular Members constituting "minority members".
2. If it be verified that "minority members" consider such proposed action inimical to their interest, and if the prevailing majority of the voting body concerned wishes to proceed with execution of the proposed action, then, at the option of such "minority members", such proposed action may be executed by use of either of the following procedures:
(a) In executing the proposed action by or on behalf of the corporation, there shall be clearly stated to all other persons, entities and agencies concerned with such action and the proportion of the total membership which opposes such action. Such proportions shall be expressed in the form of the respective percentages of total baleage for all members most recently submitted as the basis for assessment of membership dues.
(b) The staff of the corporation shall proceed to develop the appropriate and necessary facts, figures, and statistics supporting such proposed action and at the same time, with equal fairness, objectivity and neutrality, shall prepare the correspondingly appropriate an necessary facts, figures, and statistics supporting the different or opposing position of "minority members", and cooperate as fully and fairly as possible with representatives of both the majority group and the minority group in the development and preparation of the respective presentations to be made in behalf of the differing or opposing groups. In each such event, in the absence of agreement to the contrary between the opposing groups, neither of the differing or opposing presentations shall be made by any member or members of the corporation staff. In lieu thereof, the position of the majority shall be presented by the members thereof and/or their duly authorized representatives, and the position of "minority members" shall be presented by the members thereof and/or their duly authorized representatives. In each instance, the requirements of subsection (a) of this section shall be applied with respect to the majority position and the minority position, respectively.
ARTICLE XVII
At all meetings of the members, Board of Directors and committees of the corporation, the latest revised edition of Robert's Rules of Order shall govern where applicable and not in conflict with these By-laws. In the event of such conflict, these By-laws shall govern.
ARTICLE XVIII
1. Except as otherwise specified in the Articles of Incorporation or elsewhere in these By-laws, at least ten (10) days prior to convening of any annual membership meeting, or any regular meeting of the Board of Directors other than the annual meeting, or of any special called meeting of the membership, or of the Board of Directors, or of any standing committee of the corporation, notice thereof shall be either delivered in person or mailed to each member of the voting body involved at the last known address of each such member as shown on the records of the corporation, a notice of the place, date and time of convening of such meeting. Such notice shall not be required of the annual meeting of the Board of Directors which immediately follows the annual meeting of the regular membership. In the case of any special called meeting of any of such bodies, the notice shall include a clear statement of the purpose of the meeting and the business to be transacted thereat; and no business other than that stated or clearly implied in the call shall be transacted at any such meeting.
2. Waiver of Notice: Any member and any Director or any member of any of the standing committees of the corporation may waive notice of any meeting. Such waiver of notice may be in writing of by other convenient means. Waiver of such notice shall be conclusively presumed in every instance in which a qualified representative of the regular member or associate member, or the director, or committeeman involved actually attends such meeting, or effectively casts his or its vote by any means authorized in the Articles of Incorporation or these By-laws.
ARTICLE XIX
Neither regular nor associate membership in this corporation shall abridge the right of independent action on any matter by any regular or associate member, or group of such members, even though such action may differ from or be contrary to the action or position taken or adopted by or on behalf of the corporation; provided that no such action shall be taken by said member or members in the name, or on behalf, of the corporation.
Article XII of the Articles of Incorporation governs the adoption, amendment or repeal, in whole or in part of the By-laws and for reference said Article is set forth below:
"By-laws of this corporation may be adopted, amended or repealed, in whole or in part, by the affirmative vote of three-fourth (3/4) of the voting members taken by mail, or at any duly organized meeting of the membership; provided, however, that (except for such action taken by mail vote, or at a regular annual membership meeting) notice of any proposed amendment shall be mailed to the last known address of each voting member at least thirty (30) days before the convening of the meeting at which any amendment and/or repeal of the By-laws, or any part thereof, is to be considered; and provided further that no provision of said By-laws relative to the protection of the rights of minority members may be rescinded or amended except by the unanimous vote of all voting members actually voting at any
annual membership meeting, by mail or at a special membership meeting called for the purpose of considering such repeal or amendment; and provided further, that in the event the vote of any voting member is not cast by provided in Article XIII hereof, he shall be afforded an opportunity to cast his vote by mail or telegram and that, if cast, his vote so obtained shall be counted with the same effect as though he had been personally present and had cast his vote at such meeting. "Minority members" shall mean (a) five (5%) percent or more of the member-plants, of (b) any Regular member or group of Regular Members whose aggregate basis for the assessment of dues against them as Regular Members, as most recently determined, is not less than five (5%) percent of the total basis for the assessment of dues against all Regular Members, as most recently determined."