By-Laws of the Galvanizers Association
ARTICLE I - NAME
The name of this Corporation shall be the “Galvanizers Association.”
ARTICLE II - OBJECT
This Corporation is organized to permit executive, operating and technical personnel to meet and discuss general galvanizing problems in order to advance the quality of galvanized products and thereby increase the public acceptance of such products. No agreement, understanding, combination, arrangement or other form of concerted action to curtail production, fix prices, suppress competition or otherwise restrain trade or to monopolize or attempt to monopolize any part of the commerce of any country or company shall be permitted in the Corporation, nor any other act that may be in contravention of law or good business practice. Each member of the Corporation shall be wholly free to conduct his business without legal or moral accountability to the Corporation or any other member. The Corporation is not organized for profit and no part of its net income shall inure to the benefit of any member, or other person.
ARTICLE III - MEMBERSHIP
Section 1. Classes of Membership. Membership in this Corporation shall be divided into three classes: Active Members, Associate Members, and Honorary Members. Active and Associate Memberships are site specific within a company and allow for representatives from that site to participate as a Delegate Member in Galvanizers Association Corporate events.
Section 2. Active Members. Any company engaged in continuous galvanizing of iron or steel sheet or pipe may apply to become an “Active Member” of this Corporation. Any company desiring active membership in this Corporation shall make written application to the Chairman of the Governing Board, the Executive Director or the Secretary/Treasurer who shall transmit the application to the Governing Board.
Section 3. Associate Members. Any company, which supplies to or services the galvanizing process of those companies involved in the manufacture of continuous galvanizing of iron or steel sheet or pipe may apply to become an “Associate Member” of the Corporation. Any such company desiring associate membership in this Corporation shall make written application to the Chairman of the Governing Board, the Executive Director or the Secretary/Treasurer. Associate members shall pay seventy-five percent of the dues and assessments as active members and shall have the same privileges as active members, except that associate members shall not have the right to vote, to act as Chairman, or be Members of the Council, the Governing Board, or the Nominating Committee.
Section 4. Honorary Members. Honorary membership may be granted to a representative of an active member company upon the representative’s retirement to non-employee status in the galvanizing industry. Honorary members, no longer employed within the galvanizing industry shall be exempt from the payment of annual dues and registration fees at Corporation meetings.
Section 5. Term and Termination. Membership shall be for one year unless voluntarily terminated by a member or terminated for cause by resolution of the Governing Board. Sufficient cause shall include, but shall not be limited to, (i) a failure to meet all eligibility requirements, (ii) violation of any bylaw, rule or practice of the Corporation, or (iii) any other conduct prejudicial to the best interests of the Corporation.
Written notice of intent to terminate a member for cause shall be sent to such member by first class mail, postage prepaid, to such member’s address as it appears on the books of the Corporation. Such written notice shall be sent no later than 15 days prior to the effective date of the proposed termination and shall specify a time and place, which shall be no sooner than the sixth day and not later than the fifteenth day after such notice was sent, at which such member may appear before the Governing Board, if such member so desires, to present reasons why the membership should not be terminated. An affirmative vote of a majority of the Governing Board after such hearing, or, if no hearing, after such 15 day period shall terminate the membership.
Voluntary termination shall be subject to the satisfaction by the terminating member of any financial obligations to the Corporation then outstanding.
ARTICLE IV - OFFICERS
Section 1. The officers of this Corporation shall be the Chairman and the Executive Director.
Section 2. Chairman. The Chairman shall preside over the meetings of the Governing Board and the Council. In the absence of the Chairman, the Executive Director, or the members of the Governing Board shall select one of their numbers to preside over meetings of the Governing Board and Council.
Section 3. Executive Director. The Executive Director shall be chief executive officer of the Corporation. The Executive Director shall keep a record of the proceedings of the Governing Board and Council; shall issue all notices; shall perform all the duties generally incident to the office; shall collect and keep all monies of the Corporation and shall disburse them under the direction of the Governing Board. The Executive Director shall keep the accounts of this Corporation and shall present a financial report at each Governing Board and Annual Meeting. The Executive Director may sign or countersign and execute contracts, agreements, notes, bills, conveyances, or other instruments in the name of the Corporation unless otherwise provided by resolution of the Governing Board. In the absence or disability of the Chairman, or if that office has not been filled, the Executive Director shall also perform the duties and execute the powers and authority of the Chairman as provided in the Bylaws and by resolution of the Governing Board.
Section 4. Compensation of Officers. The Executive Director of the Corporation shall be entitled to receive such compensation for his services as shall from time to time be determined by the Governing Board.
ARTICLE V - ORGANIZATION
Section 1. The affairs of this Corporation shall be under the supervision of the Governing Board.
Section 2. Governing Board. The Governing Board shall consist of representatives of eight members who shall be elected as provided herein. Five members shall constitute a quorum. The Executive Director shall be the ninth member of the Governing Board. The Chairman of the Governing Board, with the approval of the Governing Board, shall make such committee appointments as are deemed advisable for the proper carrying out of this Corporation’s program. The Governing Board shall elect from among its members the Chairman of the Governing Board; determine the eligibility of applicants for the classes of membership; determine the time and place of all meetings of this Corporation; amend the Articles of Incorporation and Bylaws; determine the manner and form by which its meetings and the meetings of the Council shall be conducted; authorize the Executive Director to pay the operating expenses of this Corporation and any of its committees or subcommittees; call special meetings of the Corporation or any of its committees or subcommittees; determine the annual dues to be charged each member of the Corporation; act in all matters not otherwise provided for in the Articles of Incorporation and Bylaws.
Section 3. Council. The Council shall be composed of one representative of each active member company. The Governing Board may, if it deems it necessary or desirable, place any matter before the Council for Approval and, upon a majority vote of the Council, the Council’s disposition of that matter shall be binding upon the Governing Board and upon the Corporation.
ARTICLE VI - COMMITTEES
Section 1. Regular Committees. The Executive, Nominating, Program, Program and Annual & Honorary Awards Committees shall function regularly.
Section 2. Executive Committee. Executive Committee membership may be granted to a past chairman of the Governing Board employed by an active member company. As the name suggests, executive committees are committees with membership at the senior-most level of an organization, such as past presidents, or past chairman. Although they are senior leaders, these committee members report upward to the board of directors. Executive committee duties are based on providing organizational direction on behalf of the board and advising and recommending the board on decisions and business matters ranging from membership eligibility, program planning, policy, and compensation decisions.
Section 3. Nominating Committee. The Nominating Committee shall submit to the members of the Board at least thirty (30) days prior to each Annual Meeting, a list of candidates equal to the vacancies (non-contested) from which the Governing Board and Executive Committee shall elect members to the Governing Board whose terms then expire.
Section 4. Program Committee. At all regular or special meetings of this Corporation, the Program Committee may arrange for speakers to address the meetings. The Program Committee shall direct the Executive Director to arrange for suitable hotel accommodations and meeting rooms; to take meeting minutes and arrange for the duplication and distribution of such minutes to each active and associate member and one copy of the Proceedings to each member’s representative's attending and registering at such meeting. The Program Committee shall determine the amount of the registration fee that each person attending a meeting of this Corporation shall pay as a contribution toward the expense of the meeting.
Section 5. The Annual & Honorary Awards Committee. The Governing Board shall serve as the Annual Award & Honorary Membership Committee. The person to whom this Corporation may grant its Annual Award or Honorary Membership shall be determined by a majority vote of the Governing Board. Any member with a nomination for an award or honorary membership shall submit it to the Chairman of the Governing Board, in writing, at least thirty (30) days prior to the Annual Meeting.
ARTICLE VII - ELECTIONS
Section 1. Chairman. The Chairman shall be elected from among the members of the Governing Board at the meeting of the Governing Board that falls prior to the Annual Meeting.
Section 2. Governing Board. Prior to each Annual Meeting members of the Governing Board, to replace those members whose terms expire, shall be elected for a term of four years effective following the Annual Meeting. From a list of candidates submitted by the Nominating Committee thirty (30) days prior to each annual meeting, the Governing Board and Executive Committee shall elect by letter ballot the new members of the Governing Board. In the case of any vacancy in the Governing Board through death, resignation, or other cause, the Governing Board may elect from among the members of the Council a successor to hold office for the remainder of the expired term.
Section 3. Active, Associate and Honorary Members. A company found eligible by the Governing Board for Active or Associate membership or a person found eligible by the Governing Board for Honorary membership may be elected to the class of membership for which eligible upon a majority vote of the Governing Board and the Executive Committee or a majority vote of the members of the Council present at any meeting at which there is a quorum, or where a vote of the Council is taken by letter ballot, upon a majority of votes cast.
ARTICLE VIII - VOTE BY LETTER BALLOT
During periods in which the Governing Board or Council is not meeting, a vote of the members of either body upon any matter may be taken by letter ballot. Unless otherwise specified herein, a majority vote of the members of either body voting on any matter by letter ballot shall be considered as the action of the body and shall be binding for all purposes upon it.
ARTICLE IX - AMENDMENTS
The Articles of Incorporation and Bylaws may be amended by a majority vote of the Council members present at any meeting at which a quorum is present. Any officer of the Corporation or any member of the Governing Board may propose amendments to the Articles of Incorporation and Bylaws. A copy of the proposed amendment shall be sent by the Executive Director to all active members at least seven (7) days before the meeting at which such amendment is to be considered and voted upon by the Council. In the event a vote of the Council to amend the Articles of Incorporation and Bylaws shall result in a tie, the proposed amendment shall be submitted to the Governing Board and may be amended by a majority vote.
ARTICLE X - MEETINGS
The annual meeting of this Corporation shall be held at a time and place determined by the Governing Board. Special meetings may be called at any time by a majority of the Governing Board acting with or without a meeting.
At a special meeting, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless a majority of the members are present in person or by proxy and all concur in such action.
ARTICLE XI - ANNUAL AWARD
This Corporation may present an award each year to the person in the galvanizing or related field who has made a significant contribution to the interest of this Corporation and the industry it represents.
ARTICLE XII - QUORUM
At any meeting of the Governing Board, Council or Committee, a majority of the members, present and voting in person or not present and voting by proxy shall constitute an quorum for all purposes, unless the representation of a larger number of members shall be required by law, by the Articles of Incorporation, or by a Bylaw. In that case, the representation of the number of members so required shall constitute a quorum.
The members present in person or by proxy at a meeting at which a quorum is initially present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.
ARTICLE XIII - DUES
At each Annual Meeting, the Governing Board shall determine the dues for the succeeding year which are payable annually.
ARTICLE XIV - INDEMNIFICATION
Section 1. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create or present a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including reasonable attorney’s fees) actually and reasonably incurred by him in connection with the defense or in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation and except that no indemnification shall be make in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of competent jurisdiction of the county in which the registered office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as that court shall deem proper.
Section 3. To the extent that a representative of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article XIV or in defense of any claim, issue or matter therein, he shall be indemnified against expense (including reasonable attorney’s fees) actually and reasonably incurred by him in connection therewith.
Section 4. Unless ordered by a court, the Corporation shall indemnify under Sections 1 and 2 of this Article XIV only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections. Such determination shall be made:
- By the Governing Board by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding:
- if such a quorum is not obtainable, or, even if obtainable and a majority vote of a quorum of disinterested members so directs, by independent legal counsel in a written opinion; or
- by the members
Section 5. The Corporation may pay expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding as authorized by the Governing Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized by these bylaws and by law.
Section 6. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not such person is entitled to indemnity against such liability under the other provisions of this Article XIV
ARTICLE XV - MISCELLANEOUS PROVISIONS
Section 1. Corporate Seal. The Governing Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Executive Director.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be a calendar year.
Section 3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Bylaws to any person or persons, a waiver of such notice in writing signed by the person or persons entitled to the notice, shall be deemed equivalent to such notice. Attendance at any meeting, in person or, in the case of a member, by proxy, without objection to the manner in which notice of the meeting has been given, shall be deemed a waiver of notice thereof; except that where such attendance is for the express purpose of objecting at the beginning of such meeting to the transaction of any business because the meeting is not lawfully called or convened, then such attendance shall not constitute a waiver of notice.
Section 4. Action Without Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Governing Board or a committee thereof may be taken without a meeting if, before or after the action, all members of the Governing Board or of the committee consent thereto in writing. The consent has the same effect as a vote of the Governing Board or of the committee for all purposes. All written consents shall be promptly filed with the Corporation. Failure to so file any such written consent shall not affect the validity of the action authorized or taken thereby.
Section 5. Meeting by telecommunication device. An individual may participate in a meeting of the Governing Board or a committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this means constitutes presence in person at the meeting.
Section 6. Dealing with Corporation. A contract or other transaction between the Corporation and one or more of its Governing Board or officers, or between the Corporation and a domestic or foreign Corporation, firm or association of any type or kind in which one or more of its Governing Board or officers are directors or officers, or are otherwise interested, is not void or void able solely because of such common directorship, officership or interest, or solely because such members of the Governing Board are present at the meeting of the Governing Board or solely because their votes are counted for such purpose if any of the following conditions is satisfied:
- The contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved or ratified.
- The material facts as to such member’s relationship or interest and as to the contract or transaction are disclosed or known to the Governing Board or committee and the Governing Board or committee authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested individual.
- The material facts as to such individual’s relationship or interest and as to the contract or transaction are disclosed or known to the members, and they authorize, approve or ratify the contract or transaction.