SALT INSTITUTE BY-LAWS
ARTICLE I
Name
Section 1. The name of the Corporation is "SALT INSTITUTE."
ARTICLE II
Purpose
Section 1. In furtherance of the purposes of the Institute as set forth in its Certificate of Incorporation, but not in limitation of those purposes, the objectives of the Institute shall be:
a. To improve and expand by means of research, education, publication, and other lawful means, the uses of salt in diverse fields, such as uses in manufacturing, in water conditioning, for human consumption, highway deicing, road stabilization, animal feeds and nutrition, and any other areas promising benefit to the industry and to the general public.
b. To originate, gather and disseminate technical, statistical and other general data and information concerning the uses and improvement of uses of salt to users, producers, national, state and local agencies of government, libraries and institutions of higher learning.
c. To encourage, foster and promote the use of salt in any lawful manner.
ARTICLE III
NonProfit Organization
Section 1. The affairs of the Institute shall not be conducted or carried on for profit, it being the purpose of the Institute to be and conduct a nonprofit business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future internal revenue law). No part of the funds of the Institute shall inure, or be distributed, to any member of the Institute, or to any of its officers or any private individual.
Section 2. Upon dissolution or final liquidation of the Institute, the Council of Chief Executive Officers ("Council") shall, after paying or making provision for the payment of all of the liabilities of the Institute, dispose of the remaining assets of the Institute exclusively for the purposes of the Institute as stated in its Articles of Incorporation or to an organization or organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future internal revenue law).
ARTICLE IV
Section 1. The principal office of the Institute shall be located in the City of Alexandria, Virginia.
Section 2. The Institute shall have and continuously maintain in the State of Illinois a registered office and a registered agent. The office of the registered agent shall be the registered office of the Institute.
ARTICLE V
Fiscal Year
Section 1. The fiscal year of the Institute shall commence on the first day of January of each year.
ARTICLE VI
Membership
Section 1. Regular Members (“Members”): Any United States sole proprietorship, partnership, or corporation, including any majority-owned subsidiary or other entity under its control or management, engaged in the production of salt through mining or evaporation methods, and the distribution thereof in the United States or Canada, shall be eligible for membership as a Regular Member. In addition, the Council may, in its discretion, approve one or more interested Associate or Affiliate Members to serve as Regular Members of the Institute to provide input from such members into the program, activities and management of the Institute.
Section 2. Associate Members: Sole proprietorships, partnerships, and corporations not meeting the requirements for regular membership, but which are engaged in the production and distribution of salt, shall be eligible for membership as an Associate Member. Associate Members shall be entitled to benefits of membership as determined by the Council, but shall not be represented on the Council or have the right to vote.
Section 3. Affiliate Members: Sole proprietorships, partnerships, and corporations which are not engaged in the production and distribution of salt, but which are engaged as consultants to business entities that produce and distribute salt, may apply for membership as an Affiliate Member. To be eligible for membership, a prospective Affiliate Member must either (1) have been recommended for such membership by a Regular Member, or (2) have been engaged, for a period of at least three (3) years, in providing consulting services which have direct relevance to the business operations of the Regular Members of the Institute. Affiliate Members shall be entitled to benefits of membership as determined from time to time by the Council, but shall not be represented on the Council or have the right to vote.
Section 4.. Transitional Members: Any prospective Regular Member may elect to be treated as a non-voting “Transitional Member” and thereby pay dues at a reduced rate for the first two (2) years of membership. Transitional Members shall pay such dues, and be entitled to such benefits, as may be determined from time to time by the Council.
Section 5. Applications for membership shall be in writing to the president, shall clearly set forth the applicant’s qualifications for membership, and shall be acted upon pursuant to a majority vote of the Council.
Section6. Any regular member may withdraw from the Institute by giving one hundred eighty (180) days written notice to the president and any associate member or affiliate member may withdraw from the Institute by giving ninety (90) days written notice to the president, but such withdrawal shall not relieve such member or associate or affiliate member of any obligations for dues or assessments up to the date of withdrawal.
Section 7. No person, except members of the Institute in good standing, shall be entitled to vote at any annual or special meeting of the members or at any meeting of the Council. No member shall be in good standing whose dues are ninety days in arrears. The Council may drop any regular, associate or affiliate member from the roll of the Institute for cause or for nonpayment of dues.
ARTICLE VII
Council of Chief Executive Officers
Section 1. The management and control of the affairs and business of the Institute shall be vested in a Board of Directors which shall be known as the Council of Chief Executive Officers (“Council”).
Section 2. The Council shall be composed of the chief executive officers designated by each member of the Institute. The president shall be a member, ex officio, of the Council, but without a vote. The chief executive officer so designated shall be the sole voting representative for the company unless that person has given a written proxy to the president of the Institute designating another company representative as the voting member. The term of each designated chief executive officer shall terminate upon receipt of a written resignation or a written notice from the member company officially designating a replacement.
Section 3. The Council shall elect the chairman of the Salt Institute and may establish committees, both standing and special, which shall have and may exercise such powers as shall be delegated to them by the Council.
Section 4. A majority of the Council shall constitute a quorum for the transaction of business. The act of a majority of members present and voting at a meeting at which a quorum is present shall be the act of the Council.
Section 5. The annual meeting of the Council shall be held in conjunction with the annual meeting of the Institute.
Section 6. Special meetings of the Council may be called at any time and place by the president and shall be called when requested by any three (3) members thereof.
Section 7. Notice of all meetings of the Council shall be mailed to each member thereof at least ten (10) days before the date of the meeting, or telefaxed or e-mailed at least two (2) days before said date.
Section 8. Notice of special meetings shall state the time, place and purpose of said meetings.
Section 9. The dues and assessments of the members, associate members and affiliate members of the Institute shall be fixed on an equitable basis by the Council.
Section 10. Any action which may be taken at a meeting of the Council may be taken without a meeting if a consent in writing setting forth the proposed action is signed by all of the members of the Council entitled to vote thereon. Such action may be proposed by the president.
Section 11. The members of the Council shall not receive any compensation for their services as members.
ARTICLE VIII
Officers
Section 1. The officers of the Institute shall be elected by the Council shall elect a president and such other officers it may choose who shall hold office for such period as shall be determined by the Council. The Council shall provide for the compensation of the president. No officer shall be connected or associated with any member of the Institute.
Section 2. The president shall be the chief executive officer of the Institute, with full authority to conduct its affairs under the general supervision of the Council and subject to the policies established and directives issued by the Council in accordance with the Articles of Incorporation and the bylaws. He shall have the power to provide compensation to employees and others for actual services rendered to the Institute.
The president shall attend all meetings of the Council and of the members of the Institute, and shall cause the proceedings at such meetings to be recorded. He shall have the custody of the seal of the Institute and shall sign all instruments in the name and under the seal of the Institute. He shall have charge of the corporate records and of the correspondence of the Institute and the Council. He shall give notice of all meetings, annual or special, of the Council. He shall prepare at the end of each fiscal year a report of the activities of the Institute and a report of its membership, for presentation at the annual meeting of the Institute. The president shall perform such other duties as may be assigned to him by the Council.
The president shall have the care and custody of the funds, securities, properties, and other assets of the Institute. He shall collect the dues and assessments that may be levied from time to time and any other payments or contributions to the Institute, and shall keep accurate books of account, recording therein the amounts of all such assets in his custody. He shall exhibit the said books and records and render an account of all his transactions when required by the Council. The books of account shall be audited annually by a certified public accountant.
The president shall deposit the funds, securities, properties and other assets of the Institute in such bank or banks, trust companies or depositories as the Council shall designate, and shall, subject to the direction of the Council, disburse and dispose of the same, taking proper vouchers for such disbursements.
Section 3. The president and, if required by the Council or the president, any other officer or employee of the Institute shall furnish a security bond for the faithful performance of the duties of his or their office.
Section 4. The Institute may, by resolution of the Council, provide for indemnification to the full extent allowed by law of any person who was or is party or is threatened to be made a party to any lawsuit or action at law by reason of the fact that he is or was a director, officer, employee or agent of the Salt Institute or a participant in activities of the Institute.
Section5. The Institute may, by resolution of the Council, purchase and maintain liability insurance against any liability, or settlement based on asserted liability, incurred by any person by reason of being or having been a director, officer, employee, or agent of the Institute or a participant in activities of the Institute.
ARTICLE IX
Waiver of Notice
Section 1. Whenever any notice is required to be given under the provisions of these bylaws, or under the Articles of Incorporation or under the provisions of any applicable law, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X
Corporate Seal
Section 1. The corporate seal shall have inscribed thereon "SALT INSTITUTE, CORPORATE SEAL, ILLINOIS."
ARTICLE XI
Action Without a Meeting
Section 1. Any action which may be taken at a meeting of the members of the Institute may be taken without a meeting if a consent in writing setting forth the proposed action is signed by all of the members entitled to vote thereon. Such action may be proposed by the president.
ARTICLE XII
Amendments
Section 1. These bylaws may be altered, amended, or repealed by a majority vote of the members, provided, however, that notice of such proposed action shall have been submitted in writing at least ten (10) days in advance of such meeting.
As Amended January 5, 2007.
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