SWCA Bylaws - amended November 2007
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BYLAWS
of the
SOUTHWEST CHEMICAL ASSOCIATION

ARTICLE I
NAME

The Association shall be organized under the name of the Southwest Chemical Association.

ARTICLE II
PURPOSE

The purpose of the Association shall be to serve as a professional organization represented by its membership to engage in the endeavor to award scholarships to selected Chemical Engineering students from approved universities in the Southwest region. Scholarship(s) may also be awarded to a family member of the Southwest Chemical Association Membership that is attending a four year university pursuing a Bachelors of Science degree.

ARTICLE III
MEMBERSHIP

Section 3.01. Designation of Members. The Membership of Southwest Chemical Association (hereinafter called "the " Association ” ) shall be available to all persons dedicated to the promotion and development of the Association, the profession, and the energy industry. Members in the association shall consist of the following classifications:

Section 3.02. Active Membership. Any person who is directly involved in the marketing, distribution, purchasing, manufacture and/or consumption of chemicals and any person engaged in a related industry or occupation shall be eligible for Active Membership.

Section 3.03. Admission of Active Members. Any person seeking Active Membership in the Association shall make application on a standard application form which shall be submitted to the Membership Committee. The Membership Committee shall verify the completeness of the application forms and the qualifications of applicants and shall regularly submit a list of applicants and its recommendations to the Board of Directors which shall have final approval of all applications .

Section 3.04. Total Number of Active Members. The total number of Active Members shall be limited to 700. Upon application to the Board of Directors and recommendation by the Membership Committee, consideration may be given to waive this restriction in the case of an applicant from a company which has lost its only Active Member due to death, retirement, or transfer. However, it shall be recognized that Membership in the Association is one of individuals and not of companies and that such an applicant must otherwise fulfill all the eligibility and procedural requirements for admission set forth in Article I.

Section 3.05. Number of Active Members Employed by Any One Company. The total number of Active Members from any one company shall be limited to fifteen. Upon application to the Board of Directors and recommendation by the Membership Committee, consideration may be given to waive this restriction in the case of corporate mergers or acquisitions to avoid expulsion of an Active Member solely as a consequence of the combination of two companies. No company shall be guaranteed any minimum number of Active Members. The Membership Committee shall not be required to approve and accept any member or members from any company at any time.

Section 3.06. Reinstatement of Resigned Active Members. Any Active Member who resigned while in good standing may be immediately reinstated upon request by application to and approval of the Board of Directors and subject to the restrictions of Sections 1.04 and 1.05.

Section 3.07. Lifetime Member. Lifetime Membership shall be by recommendation to and be conferred by action of the board of Directors upon any person whose contributions to the Associa i t i on are deemed by the Board to warrant such an honor. The Lifetime Membership shall enjoy the same privileges and rights as an Active Member, including voting and serving as an officer or appointed committee member. Lifetime Membership shall be exempt from payment of annual dues.

Section 3.08. Retired Membership. Any person who is at least fifty five (55) years of age, with fifteen (15) or more years of consistently active involvement in duties and job functions related to marketing, distribution, purchasing, manufacture and/or consumption of chemicals who has been in active membership for the five (5) consecutive years immediately proceeding retirement and is fully retired from those job functions and duties may apply for retired membership status. A retired membership shall not include any rights or privilege to vote or serve as an officer or director in the Association. A retired Membership shall be entitled to a 30% discount in annual dues.

Section 3.09. Dues. The Board of Directors shall approve the amount of annual dues. A change in annual dues shall be approved by a three-fourths (3/4) majority of the members in Active and Lifetime Membership voting. Written notice of the proposed change shall be mailed to all members in Active and Lifetime Mem b ership at least thirty (30) days prior to closing date of such election.

Such dues are payable In advance on or before a date set by the Board of Directors. A membership shall lapse for the failure to pay annual dues and the member shall forfeit all rights and privileges of membership. New Members admitted before November 1 in any Membership year shall be subject to the full amount of the annual dues without proration. New Members admitted after November 1 in any Membership year shall be subject to one-half of the amount of the annual dues.

Section 3.10. Dues shall not be refundable or transferable .

Section 3.11. Expulsion of Members. Members may be expelled for failure to pay dues by August 1st of the current dues year or failure to attend two regular luncheon meetings (excluding social functions) per Membership year (June 1 - May 31). Members may be expelled by a two-thirds affirmative vote of the Board of Directors for misuse of the privileges of Membership or for conduct unbecoming a Member or violations of the Associations Code of Ethics.

Section 3.12. Annual Meeting. An annual meeting of Members for the election of Directors and the transaction of any other business that may come before the meeting shall be held at such time and place as the Members or the Board of Directors shall appoint and shall be set forth in a notice of the meeting in accordance with Section 3.15.

Section 3.13. Special Meetings. Special meetings of the Members may be held at any place as and when called by (i) the President, (ii) the Board of Directors, (iii) request of at least one-tenth of the Active Members. Any request by the Members shall be made in writing to the President and shall state the specific purpose for calling such Special Meeting.

Section 3.14. Quorum. A quorum at all meetings shall consist of one-tenth of the total number of Active Members entitled to vote who shall be present in person or by proxy. If a quorum is lacking at any Meeting, the Members present in person or by proxy may adjourn the meeting to such time and place as they determine, and such meeting may be held as so adjourned.

Section 3.15. Notice. Unless waived as provided by Article VI of these Bylaws, notice of the place, date, and hour, and (in the case of Special Meetings) of the purpose of every meeting shall be given personally, by mail or by email not less than ten (10) nor more than ninety (90) days before the date of the meeting to each Member entitled to vote there at. The notice of every Special Meeting of Members shall indicate the person or persons by whom or at whose direction the meeting was called. Mailed notices shall be addressed to each Member at his address as it appears on the Association's record of Members.

ARTICLE IV
BOARD of DIRECTORS

Section 4.01. Board of Directors. The Association shall be managed by a Board of Directors. The Board of Directors shall be composed of all officers and directors.   The Board of Directors shall a) administer the affairs of the Association; b) have general supervision of finances and operate within an approved budget; c) publish the financial status of the Association annually during the first quarter of the calendar year and e) approve of the call for special meetings.

Section 4.02. Number and Election. The number of Directors constituting the entire Board of Directors shall be not less than five (5) nor more than ten (10) as shall be fixed from time to time by the Board of Directors. New Directors shall be elected at the Annual Meeting of Members or at a Special Meeting held in lieu thereof. Each person elected as a Director shall continue in office until the Annual Meeting of the Members two years after he was elected a Director and until his successor shall have been duly elected and qualified, or until his earlier death, resignation, or removal in accordance with these Bylaws. In the event of any vacancy caused by death, resignation or removal of any Director, the Board of Directors may elect a person to fill such vacancy until the next Annual Meeting of Members or Special Meeting held in lieu thereof. A Director who was chosen to fill an unexpired term on the Board of Directors may stand for election of a two-year term immediately thereafter. Otherwise, a Director may not succeed himself on the Board of Directors. Two or more non-consecutive terms are allowed.

Section 4.03. Resignation and Removal of Directors. Any Director may be removed at any time, with or without cause and with or without notice to him, by the vote of a majority of the members entitled to vote at a meeting of the Members. Any Director may be removed at any time, for cause, by a vote of a majority of all the Directors at a meeting of the Board of Directors. Any Director may resign at any time by giving written notice to the Board of Directors or to the Secretary.

Section 4.04. Meetings. The Board of Directors shall meet at least twice each year. The Annual Meeting of the Board may be held without notice immediately preceding or following the Annual Meeting of Members or Special Meeting held in lieu thereof, and at the same place, or it may be held at such other time and place as may be designated by a resolution adopted at such Annual Meeting or Special Meeting in lieu of the Annual Meeting of Members. Any other meetings of the Board of Directors shall be held at such times and places as the Board of Directors may designate on fourteen (14) days' written notice of the place and time thereof given or mailed to each Director.

Section 4.05. Quorum Voting. At all meetings of the Board of Directors, the presence of a majority of the Directors shall constitute a quorum for the transaction of business, and except as otherwise provided by law or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.06. Participation in Meetings by Conference Telephone. Members of the Board of Directors or of any committee thereof may participate in any meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and such participation in any such meeting shall constitute presence in person there at.

Section 4.07. Action without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing such action. Any such committee shall be logged with the Secretary, who shall cause the same to be filed in due chronological order with the minutes of the Meetings of the Board of Directors or the committee.

ARTICLE V
OFFICERS

Section 5.01. Election and Term. The officers of the Association shall include: a President, a Vice President, a Secretary, a Treasurer, a Membership Chairman, and such other officers and assistant officers as the Board of Directors shall deem necessary. The Board of Directors shall elect officers from its members as provided herein. Each officer shall be elected to serve for a period of one year. Each officer shall hold office until his successor has been elected and qualified. A Director may hold two or more offices at the same time at the discretion of the Board of Directors. However, the offices of Secretary and Treasurer shall not be held by the same person.

Section 5.02. The President. The President shall be the a) chairperson of the Board of Directors; b) preside at all regular and special meetings; c) appoint all committee chairpersons; d) serve as board advisor for one year after term has expired.

Section 5.03. The Vice President. The Vice President shall a) be a member of the Board of Directors; b) upon election, become President-elect with automatic advancement to President without re-election unless he is unable or unwilling to serve the office of President, in which case, an election shall be conducted to fill the position; c) in the absence of the President, succeed to all his duties and responsibilities.

Section 5.04. The Secretary. The Secretary shall a) be a member of the Board of Directors; b) maintain a current list of the officers and committee chairpersons; c) record attendees, date and file reports and minutes of all regular and special meetings and make distribution at the direction of the President.

Section 5.05. The Treasurer. The Treasurer shall a) be a member of the Board of Directors; b) account for all revenues and maintain an accurate, current and auditable record thereof; c) pay all expenses of the association when such payment shall have been first duly authorized or approved by the Board of Directors ; d) monitor/steward financial and/or fiduciary responsibilities as defined by the Board of Directors; e) prepare an annual financial statement stating the current financial condition of the Association or at any time when so directed by the President or Board of Directors; f) prepare and file all required regulatory documents – including but not limited to IRS and Texas State Comptroller office documents.

Section 5.06. The Membership Chairman. The Membership Chairman shall a) be a member of the Board of Directors; b) maintain an accurate and current record of membership: c) notify all membership applicants of action upon their applications; d) welcome new members and inform them of the privileges and duties of membership; e) notify expelled members of the reasons and terms of their expulsion.

ARTICLE VI
COMMITTEES

Section 6.01. Membership Committee. The Membership Committee shall consist of the Membership Chairman elected by the Board of Directors and any Committee Members appointed by the Membership Chairman and confirmed by majority vote of the Board of Directors.. The Membership Committee shall receive all applications for membership and shall verify their completeness and the qualifications of the applicants. It shall submit a list of applicants with its recommendations to the Board of Directors for consideration.

Section 6.02. Other Committees. The President may, with the consent of the Board of Directors by resolution adopted by a majority of its members, appoint other committees to consist of at least one Director, to serve and to have such delegable powers and duties as shall be conferred by the Board of Directors.

Section 6.03. Limitation of Authority. Notwithstanding the foregoing, no committee shall have authority with respect to a) the submission to Members of any action requiring approval, b) the filling of vacancies in the Board of Directors or in any committee, c) the fixing of compensation of the Directors for serving on the Board of Directors or on any committee, d) the amendment or repeal of the Bylaws or the adoption of new Bylaws, or e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

ARTICLE VII
AMENDMENTS

Section 7.01. The Bylaws may be amended or repealed by a two-thirds vote of all members of the Board of Directors. Any such action taken by the Board must be confirmed by a majority vote of the Active Members of the Association. Written notice of the proposed amendments shall be mailed or emailed to all members in Active and Lifetime Membership at least thirty (30) days prior to the closing date of such election.

ARTICLE VIII
MISCELLANEOUS

Section 8.01. Anti-trust. The Association is committed to the principle that fair competition forms the foundation of our free enterprise system. In support of this principle, it is the fixed policy of the Association in the conduct of its meeting and other activities to comply fully with all laws including the antitrust laws, both state and federal..

Section 8.02. Fiscal Year. The fiscal year of the Association shall begin June 1.

Section 8.03. Indemnification. The Association may, by resolution of the Board of Directors, provide for indemnification by the Association for any and all of its officers, directors, committee members or advisors against expenses actually and necessarily incurred by them in connection with the defense of any claim, action, lawsuit, or proceeding in which they or any of them are made a party, or parties by reason of being or having been officers, directors, committee members or advisors of the Association, whether incorporated or unincorporated, except in relation to matters as to which such officers, directors, committee members or former advisors shall be adjudged in such claim, action, suit or proceeding to be liable for negligence or misconduct in the performance of duties or discharge of responsibilities, and to matters as shall be steeled by agreement predicated on the existence of such liability.

Section 8.04. Limitation of Liability. Acceptance or continuation of membership in the Association or attendance at any social or business function thereof by any member constitutes the member's agreement to free the Association and all its Directors, Officers, agents, or otherwise from all liabilities and claims for damages and/or suits for or by reason of any injury or injuries to the person or property of any kind of the member, his/her agents, employees, successors, or assigns, or any third person claiming thereunder, from any cause or causes whatsoever while participating in or traveling to or from said social or business function, or occasioned by any activity carried out by the Association in connection therewith. The member covenants and agrees by accepting or continuing membership in the Association or by attending any social or business function thereof to indemnify and save harmless the Association and all its Directors, Officers, agents, or otherwise from all liability charges, and expenses including attorney's fees and costs on account of or by reason of any such injuries, liabilities, claims, suits, or losses, howsoever occurring and damages arising out of same, whether or not such injury, loss, or damage results from or is caused by the negligence of the Association or any of its Directors, Officers, agents, or otherwise.

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