The Houston Chemical Association is a nonprofit corporation organized under the laws of the State of Texas.

The name of this association shall be Houston Chemical Association.

The offices, headquarters, and meeting place of the Association shall be located in the city of Houston, Texas.

The Association shall have for its purposes:

The Houston Chemical Association is organized for charitable purposes to provide scholarships for college or vocational school bound students per the qualifications outlined by the Houston Chemical Association.

A. To foster and promote the education of its members and the public by gathering and distributing information of general interest within the field of chemical manufacturing and distribution.

B. To foster and promote the general interests of manufacturers and distributors of chemicals in the State of Texas by creating and promoting instructional and educational meetings and by creating and promoting a friendly spirit among the members of the Association.

Section 1: Members of this Association shall consist of persons employed by firms and corporations engaged PRINCIPALLY in the manufacturing and/or distribution of chemicals. Representatives of chemical industry media and firms providing services to the chemical industry may also be proposed for membership. The Board of Directors shall have the sole authority to accept or reject any proposals submitted.
A member changing companies must submit a new membership application form and pay the initiation fee (one time only). No additional membership dues are required for the balance of the current Association year within which the change in company occurred.

Section 1A: Members of the Association who become eligible for retirement from the duties or their profession and who cease to be active in the interests of their Company, shall become Honorary Life Members upon affirmative vote of a majority of the Board of Directors. These members shall be exempt from payment of annual dues and shall be non-voting members.

Section 2: The Vice-President shall serve as Chairperson of the Membership Committee and may select two Association members to serve with him/her as Committee members. The Committee’s duty shall be to screen all applicants as to their eligibility and acceptability before proposals are submitted to the Board of Directors for action.

Section 3: Removal of members. For conduct detrimental to the welfare of the Association or its members or for violations of its by laws or regulation established by proper action of the Board of Directors, a member may be suspended or temporarily deprived of all rights and privileges in the Association or the property thereof, or he/she may be permanently expelled therefrom. Charges may be inferred by any three members in written petitions addressed to the Board of Directors. The member concerned shall be entitled to five business days’ written notice of the meeting at which he/she shall have the privilege of appearing before the Board of Directors to defend him/herself in person or by proxy. The Board of Directors shall be the sole judge as to what shall constitute cause for suspension or expulsion; shall determine the terms and conditions of suspension; and its action shall be conclusive and final. The suspension or expulsion of a member requires an affirmative vote of a majority of the members of the Board of Directors assembled in regular meeting.

There shall be a Board of Directors to consist of the Officers of this Association and all Directors either elected or appointed pursuant to Article 7 hereof. All Board of Directors must be members of the Association and in ‘good standing’.

Removal of Officer or Director: For conduct detrimental to the welfare of the Association or its members or for violations of its by laws or regulation established by proper action of the Board of Directors, an Officer or Director may, by suspension, be temporarily deprived of all rights and privileges in the Association or the property thereof, or he/she may be permanently expelled therefrom. Charges may be inferred by any three members in written petitions addressed to the Board of Directors. The Officer or Director concerned shall be entitled to five business days’ written notice of the meeting at which he shall have the privilege of appearing before the Board of Directors to defend him/herself in person or by proxy. The Board of Directors shall be the sole judge as to what shall constitute cause for suspension or expulsion; shall determine the terms and conditions of suspension; and its action shall be conclusive and final. The suspension or expulsion of an Officer or Director requires an affirmative vote of a majority of the members of the Board of Directors assembled in regular meeting.

Section 1:
In General The Board of Directors shall have general charge of the affairs and funds of the Association, and of all other matters not otherwise herein provided for.
Filling Unexpected Director’s Position Vacancy Any unexpected Director vacancy shall be filled by the President appointing a nominating committee for the purpose of selecting a qualified candidate to fill the position for the remainder of said term. The Nominating Committee shall give due consideration to the candidate receiving the third most votes in the previous election. The Board shall review for approval the Nominating Committee’s recommendation. The process shall repeat until the Board approves a candidate.
Filling Unexpected Officer’s (Non-Secretary) Position Vacancy Any unexpected vacancy of an Officer’s position, other than the position of Secretary, shall be filled by advancement of the next officer in line for the vacant position until the Secretary’s position becomes vacant. For example, a vacant President’s position shall be filled by the Vice President; a vacant Vice President’s position shall be filled by the Treasurer’s; and a vacant Treasurer’s position shall be filled by the Secretary.
Filling Unexpected Secretary’s Position Vacancy Any unexpected Secretary vacancy shall be filled by allowing the Director receiving the most votes in the most recent election the opportunity to vacate the Director’s position and accept the position of Secretary. Should the Director not accept the position of Secretary, then the Director receiving the second most votes in the most recent election shall be considered for the vacant Secretary position. Should the Secretary’s position be filled by this method, then the recently vacated Director’s position shall be filled by the process mentioned in this same Section 1 above. Should neither of the two recently elected Directors accept the vacant Secretary’s position, then the position shall be filled by the President appointing a Nominating Committee for the purpose of selecting a qualified candidate to fill the vacant position. The Board shall review, for approval, the Nominating Committee’s recommendation. The process shall repeat until the Board approves a candidate.

Section 2: No member of the Board of Directors or Committee Chairpersons shall obligate the Association to any expenditure of money for any purpose beyond the pre-established amounts or for pre-determined purposes approved by the Board of Directors, except with the approval of the Board of Directors.

Officers The officers of the Association shall consist of a President, Vice-President, Treasurer, and Secretary. Officers of the Association shall be nominated, appointed, and progress in position per ARTICLE 8-“NOMINATING COMMITTEE” of these By Laws. Unexpected Officer vacancies shall be filled per Section 1 of ARTICLE -6 “GOVERNMENT” of these By Laws. Exiting Officers, whether due to normal progression of positions or for any other reason, shall not be eligible to hold an Officer’s position for a minimum of ten years from the time they last held an Officer’s position.

Directors The desired number of Directors for the Board shall be four, excluding the Past President. The Directors shall consist of not less than the two candidates receiving the largest number of votes at the election to serve for a period of two years, and the two candidates receiving the third and fourth most votes to serve for a period of one year. Directors shall be elected per ARTICLE 8 -“NOMINATING COMMITTEE” of these By Laws. Unexpected Director vacancies shall be filled per Section 1 of ARTICLE 6 – “GOVERNMENT” of these By Laws. Directors shall not be limited to the number of terms they serve, consecutive or otherwise.

Committees and Committee Chairpersons The following positions shall require automatic inclusion in the Board of Directors: Program Chairperson, Community Service Chairperson and Administrative Assistant. All three forementioned positions, whose tenure shall be at the discretion of the Board of Directors, shall have full and unrestricted voting rights and associated privileges therein. The exiting President shall become a member of the Board of Directors for the next fiscal year.

Other Committee positions include: Scholarship Chairperson, Golf Committee Chairperson, and Christmas Dance Committee Chairperson. The aforementioned positions shall not be considered members of the Board of Directors and DO NOT have voting rights.

A Nominating Committee shall be appointed by the President and shall (1) nominate candidates for appointment as Secretary and (2) review applications and qualifications of Association members that have asked to be considered as candidates for election to a Director’s position. Not more than two of said Committee shall be members of the Board of Directors.

The Board of Directors shall review the Nominating Committee’s selections from which they may choose the most qualified candidates to (1) be appointed as Secretary and (2) run for election as a Director. The Nominating Committee shall be announced at the regular April meeting of the Association with instructions to report nominations at the regular May meeting. Annual election of the Directors to be held as provided in Article 9 below. The newly appointed Secretary and elected Directors shall assume office July 1st. Officers shall advance in position each year with the Secretary advancing to the position of Treasurer, the Treasurer advancing to the position of Vice President, and the Vice President advancing to the position of President. Two members from the same firm or corporation shall not hold positions as Officers of the Association at the same time.

The election by mail (or e-mail) ballot of the Directors shall take place between May and June. All elections of Directors shall be by mail (or e-mail) ballots, and each member shall have one vote.

Regular meetings of the Board of Directors shall be held on the same date and at the same place as the regular Membership Meetings/Luncheons, unless so announced otherwise by the President with seven (7) days notice of the different time and different place of said meeting being first mailed or emailed to all members of the Board of Directors. Special meetings of the Board of Directors may be held upon call of the President or upon call of any three members of the Board of Directors, and one day’s notice of such meeting, stating the purpose and object of such meetings, shall first be mailed or emailed to all the members of the Board of Directors.

Nothing shall be considered at such special meetings except the matters stated in the notice.
Regular meetings of the Association shall be held on the first Thursday of each month unless announced otherwise. At least two (2) weeks notice of the time and place of each regular meeting shall be mailed (and/or emailed) to the members. The summer Board meeting shall be held during the second or third week of August but not before August 10th at such time and place as the President may designate.

A majority of the members of the Board of Directors shall be necessary to constitute a quorum and at least ten members of the Association shall be necessary to constitute a quorum at meetings of the Association.

PRESIDENT The President shall preside at all meetings of the Association and be ex officio Chairperson of the Board of Directors and shall be a member, ex officio, of all committees. He/she shall preserve order and sign all warrants drawn on the Treasury for the payment of money, execute all instruments of writing requiring the signature of the Association and perform all other duties usual to his office.

VICE-PRESIDENT The Vice-President shall perform the duties of the President in his/her absence or in the event of his/her inability to act.

TREASURER The Treasurer shall have the custody of the funds of the Association and shall deposit same (all cash and checks) in such bank as may be directed by the Board of Directors. He/She shall honor orders for the payment of money when the same are approved by the President. All checks shall be signed by the Treasurer, or by the Vice-President, or by the President. He/She shall collect all dues and other monies payable to the Association and perform such other duties usually incumbent upon his/her office.

SECRETARY The secretary shall keep a record of the proceedings of all meetings of the Association and of the Board of Directors. Perform all duties usually incumbent upon his/her office.

ADMINISTRATIVE ASSISTANT The Board of Directors may engage an Administrative Assistant (previously referred to as Assistant Secretary-Treasurer), at a compensation to be fixed by the Board of Directors from time to time, and whose tenure of office shall be at the Board of Director’s discretion. To such Administrative Assistant shall be delegated such duties as the Board of Directors may designate, subject to the consent of the officers to whom such duties are otherwise prescribed herein.

The President shall be authorized to appoint committees to investigate and handle special matters. The President shall designate the Chairperson of each committee and also the number of members of such committees.

Section 1: Each new member must pay an initiation fee. Such fees may be changed by approval of the Board of Directors prior to the Association year to which such initiation fee will apply.

Section 2: Each member must pay annual membership dues. Such dues are to be paid by June 30th. Such dues may be changed by approval of the Board of Directors prior to the Association year to which such dues will apply.

Section 3: If any member fails to pay his/her dues within thirty days after the same are due and payable, the Vice President shall notify him/her of such delinquency. If such member shall fail to pay his/her dues within ten days after such notice (by August 10th) such fact shall be reported by the Vice President at the next regular meeting of the Board of Directors, at which time the member’s name shall be removed from the Association’s membership roster. To rejoin the Association, the past member must complete the Membership Application process and pay all applicable dues and fees if he/she is approved for membership by the Board of Directors.

The Association, by a majority vote of its membership, shall have power to add to, amend or change these By-Laws at any time, providing the purpose of submitting amendments to the By-Laws is first announced at a regular meeting of the Association and submitted to membership for vote by mail (or e-mail). Proposed changes may originate from the membership at regular meetings, or at special meetings of the Board of Directors. The Administrative Assistant shall promptly mail (or e-mail) to all members a copy of the existing section or article, if any, together with the proposed change of addition to the existing By-Laws. The By-Laws of the Association may be changed or amended by a majority of the votes received from the membership by mail (or e-mail) within 15 days of the date of the Administrative Assistant mails notice of such proposed changes or amendments. The Administrative Assistant shall promptly forward all responses to the President.

Robert’s Rules of Order shall be the authority for the government of this body when not otherwise provided by the By-Laws.

Upon dissolution of the Houston Chemical Association, assets shall be distributed for one of more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.  

The Houston Chemical Association Board of Directors owe a duty to the Houston Chemical Association to advance its legitimate interests when the opportunity to do so arises.  The Board of Directors must never use the Houston Chemical Association’s property or information for personal gain or personally take for themselves any opportunity that is discovered through their position with the Houston Chemical Association.  Reference the Houston Chemical Association Conflict of Interest Policy.

The Scholarship Chairperson will select a committee (Scholarship Committee) to review and score each application.  The Committee consists of a minimum of five (5) members who must be unaffiliated with the applicants and unbiased in the selection and scoring process.

PRESIDENT

1. Presides at all meetings of the Association.
2. Serves as a Chair of the Board of Directors. The Board of Directors shall be composed of the elected Board Members and Officers.
3. Serves as a member of all committees.
4. Executes all instruments of writing requiring the signature of the Association.
5. Is authorized as one of three officers to sign checks for the disbursement of funds for the Association. (The other approved Officers are the Vice President and the Treasurer).
6. May call regular and special meetings of the Board of Directors and the Association.
7. Appoints a Nominating Committee per Article 8 of these By-Laws to identify and recommend to the Board of Directors candidates for the position of Secretary and Directors.
8. Writes letters of correspondence appropriate for the position of President when such are required for the Association’s activities.
9. Performs all other duties usual to the office.

VICE-PRESIDENT

1. Shall serve in the capacity of President in the President’s absence.
2. Shall serve as the Chair of the Membership Committee and may select two Association members to serve as committee persons.
3. Is authorized as one of three officers to sign checks for disbursement of funds for the Association.
4. Is responsible for providing a membership list for the Association membership.
5. Writes letters of correspondence appropriate for the position of Vice President when such are required for the Association’s activities.
6. Performs all other duties usual to the office.

TREASURER

1. Keeps financial records of the Association with acceptable procedure, subject to audit at any time.
2. Makes all cash and check deposits, prepares checks for disbursement of the Association funds, and pays invoices for Association activities.
3. Reconciles bank statements.
4. Prepares a written financial report detailing all the financial activities of the Association for that month. Submits the financial report to all members of the Board of Directors no later than seven (7) business days after the end of each calendar month. Reviews the financial report at the next regularly scheduled Board meeting.
5. Is authorized as one of three officers to sign checks for the disbursement of funds for the Association.
6. For each luncheon meeting the Treasurer:
   1. Receives monthly luncheon/meeting reservation list prior to and post luncheon from Administrative Assistant.
   2. May appoint members from the Board of Directors to help register members and guests.
   3. Records the “no shows” and “no reservations” members and guests.
   4. Collects money, provides receipts, and monitors the number of paid lunch and beverage tickets sold. Reconciles discrepancies with the meeting venue catering department.
   5. Pays the invoice from the meeting venue catering department.
7. Sends appropriate notices to Assocation members who fail to appear after they make reservations for lunches or other events and have not paid for such reservations.
8. Writes letters of correspondence appropriate for the position of Treasurer when such are required for the Association’s activities.
9. Performs all other duties usual of the office.

SECRETARY

1. Records the minutes of Association meetings and distributes to the Board of Directors within seven (7) business days of said meeting.
2. Reports the minutes at Board Meetings and retains such records.
3. Writes letters of correspondence appropriate for the position of Secretary when such are required for the Association’s activities.
4. Performs all other duties usual to the office.

ADMINISTRATIVE ASSISTANT

1. Serves as a focal point for the Association with members and potential members.
2. Coordinates with Board of Director member whenever necessary to carry out the business of the Association.
3. Takes reservations for monthly luncheons.
4. Provides guaranteed number of persons to meeting venue catering department prior to each luncheon.
5. Provides a reservation list to the Treasurer prior to each monthly meeting.
6. Prepares name tags from the reservation list.
7. Attends each monthly luncheon from 11:30 to 12:30 (may stay for lunch at no cost) to assist the Treasurer in collecting money and registering attendees.
8. Performs general tasks and assignments as required to conduct the Association’s business, at the request of the Board of Directors and with the consent of the officers to whom such duties are otherwise prescribed herein. The Board of Directors must approve any assignment made to or the request for the assistance of the Administrative Assistant.
9. Receives and records membership applications and submits same to Vice President (Membership Committee) for review of eligibility.
10. Receives and records membership dues and fees and (other income on occasion) and delivers this income to the Treasurer for deposit.
11. Maintain up-to-date records and computer listing of membership (address and phone number of individuals and companies).
12. Provides the Vice President a list of members who do not renew dues by July 31st.
13. Prepares name tags for new members and members whose name tags may have become lost or damaged.
14. Works at the registration table the night of the Christmas Dance with Christmas Dance Committee members.
15. Sends dues notices to all current members during the month of June.
16. Send monthly luncheon/meeting announcement to membership. Announcement to be distributed to membership no later than two weeks prior to the luncheon/meeting date.
17. All expenses to be incurred by the Administrative Assistant are to be approved by the President prior to the expenses being incurred.

PROGRAM CHAIR

1. Will be appointed by the President.
2. Arranges for monthly luncheon speakers and other special programs as required.
3. Arranges for audio-visual equipment needed for each monthly meetings.
4. Speakers:
   1. Contacts each speaker to confirm dates and subject matter.
   2. Arranges for speaker transportation if necessary.
   3. No later than three (3) weeks of planned luncheon/meeting, prepares and submits the speaker’s bio to Administrative Assistant to be included in luncheon/meeting announcement.
   4. Introduces Speaker.
5. Special Programs:
   1. Makes recommendations to the Board of Directors for special events.
   2. Negotiates special events details, assigning duties to members if needed.
   3. Prepares announcement for distribution by Administrative Assistant.

CHRISTMAS DANCE CHAIR

1. Will be appointed by the ‘sitting’ Vice-President by December 15th.
2. Will appoint a committee to assist in preparation for this function.
3. Prepares and presents a Budget and Status report to the Board of Directors on a regular basis leading up to the event.
4. Prepares and presents a Financial Summary report of the event to the Board of Directors to be at the January meeting.
5. The Committee:
   1. Decides how to allocate funds for door prizes; shops for door prizes; arranges for a place to store prizes and delivers to the dance location.
   2. The committee shall reserve the band and the facility for the first Friday in December of the following year. The President of the Association signs the band and the facility contract.
   3. Purchases table favors.
   4. Payment of expenses for this function is made either by reimbursement of funds or allocation of funds from the Association to the applicable Christmas Committee member(s) or vendor.
   5. Coordinate with Treasurer all orders for payment of Association funds.
   6. Accepts reservations and checks (payable to the Houston Chemical Association) and forwards checks to Treasurer for deposit.
   7. Purchases name tags for attendees (have additional tags available).
   8. Prepares announcement of dance with guest lists, wine list.
   9. Determines deadlines for registration and refunds.
   10. Arranges with the facility catering manager; the menu, wine, (on a cash basis by individual), table arrangement, door prizes, number of bars and registration tables, and all other necessary and applicable items for the function.
   11. Determines number of tables needed from reservations.
   12. At the registration table, the night of the dance hands out name tags, advises individuals of table assignment and location, and tickets for door prizes.
   13. Receives and makes lists of names and any changes.
   14. Purchases center pieces.
   15. Determines and arranges for fund raising activities.
   16. Determines and arranges for any special services to be provided (i.e. photographer, etc…)
   17. Arranges for all signage and all other materials to announce and highlight annual scholarship recipients.

GOLF CHAIR

1. Will be appointed by the President and whose tenure shall be at the Board of Director’s discretion.
2. Will coordinate the Golf Outings
   1. Distribute the Golf Announcement to members at least one month prior to the Golf Outing.
   2. Accept reservations and checks (payable to the Houston Chemical Association) from players.
   3. Turn over checks to Treasurer for deposit.
   4. Coordinate with Treasurer all orders for payment of Associations funds.
3. Will select:
   1. Golf location and time of day.
   2. Type of play (Shotgun, Scramble, Scoring, etc.)
   3. Appropriate fees to cover:
      1. Meals and refreshments
      2. Golf Green Fees
      3. Prizes
      4. Other (i.e. sponsorship activities, special events, etc…)
4. The Golf Outing dates will be determined by the Golf Chair with approval by the Board of Directors.
5. Prepares and present a Financial Summary report of the event to the Board of Directors at the next scheduled Board meeting.
6. The President of the Association shall sign the contract.

It shall be the express policy and intention of the Houston Chemical Association to comply at all times with all existing and future laws, including the antitrust laws, and in furtherance of this policy, no activity or program shall be sponsored or conducted by or with the Houston Chemical Association or any local association affiliated with the Houston Chemical Association, which in any manner whatsoever shall represent or be deemed a violation of any existing or future law, including the antitrust laws.