A Nonprofit Corporation
NAME, PURPOSES AND FISCAL YEAR
- Name. The name of the Association shall be the Asphalt Emulsion Manufacturers Association, a nonprofit corporation incorporated in the District of Columbia.
- Location. The principal office of the Association shall be the office address of the Executive Director. The Association may also maintain an office in such other place or places as the Board of Directors may designate.
- Purposes. The purposes of the Association shall include:
- promotion of an expanded and more efficient use of asphalt emulsion by providing opportunities for dialogue, education, and technology transfer through domestic and international meetings, seminars, publications, and other programs and activities;
- cooperating on behalf of the asphalt emulsion manufacturing industry with suppliers and users, including contractors and federal, state, county and municipal highway and transportation departments directly and through their associations in matters involving the performance guidelines and other criteria for the manufacture and use of asphalt emulsion.
- establishing an international exchange of state of the art asphalt emulsion technology through the International Technical Committee of the Association.
- articulating and advocating the needs and interests of the asphalt emulsion manufacturing industry before legislative and administrative branches of federal, state, and local governments, including programs for education concerning and compliance with regulations of said governments that affect the industry;
- Restrictions. All policies and activities of the Association shall be consistent with:
- applicable federal, state and local antitrust, trade regulation or other legal requirements; and
- applicable tax-exemption requirements including the requirements that the Association not be organized for profit and that no part of its earnings inure to the benefit of any member or individual.
- Fiscal Year. The fiscal year of the association shall be January 1 to December 31.
- Membership Qualifications. Membership in the Association is available to persons or firms involved in or associated with the asphalt emulsion manufacturing industry.
- Voting Membership. The following membership classes shall have a vote in all determinations of the Association at regular and special meetings or by mail vote (including facsimile) and shall be eligible to serve as directors and hold office in the Association:
- North American Manufacturer Membership. North American Manufacturer membership is available to any corporation engaged in the manufacture or selling of asphalt emulsions in the United States, Canada and Mexico.
- International Manufacturer Membership. International Manufacturer membership is available to any corporation engaged in the manufacture or selling of asphalt emulsions in countries other than the United States, Canada and Mexico.
- Supplier Membership. Supplier membership is available to any corporation supplying goods or services to the asphalt emulsion manufacturing industry.
- Non-Voting Membership. The following membership classes shall have no vote in determination of the Association and shall not be eligible to serve as directors or hold office in the Association.
- Associate Membership. Available to Contractors, testing Laboratories, Consulting Engineering Firms and other businesses involved in the application, testing, and/or specifying the use of asphalt emulsion and asphalt emulsion based processes.
- Individual Membership. Available to any Individual with an interest in the asphalt emulsion who does not qualify for Associate membership.
- Other Memberships. The Board of Directors may establish other memberships in the Association.
- Other Terms of Membership. Other terms of membership shall be as determined by the Board of Directors.
- Member Representatives. Each member shall appoint an official and alternate representative who shall represent the member in all business and other affairs of the Association.
- Applications for Membership. All applicants for membership shall complete and sign the application form provided by the Association and submit the application to the Executive Director of the Association.
- Admission of Members. Admission to membership shall be by majority vote of the Board of Directors.
- Resignation. Any member may resign by filing a written resignation with the Executive Director, however, resignation does not relieve a member from liability for dues or assessments accrued and unpaid as of the date of resignation.
- Expulsion. Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the member and deliberation by the Board of Directors. Any member proposed for expulsion for other reasons shall be given advance written notice, including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the decision of the Board.
- Dues and Assessments. Dues and assessments shall be as determined by the Board of Directors.
- Delinquency. Any member of the association who is delinquent in the payment of dues or assessments for a period of sixty (60) days shall be notified of the delinquency and suspended from membership. If dues or assessments are not paid within the succeeding (30) days, the delinquent member shall forfeit all rights and privileges of membership.
- Power to Waive. The Board of Directors may cancel or waive payment of any dues, assessments or other indebtedness of a member for any period.
- Refunds. No dues or assessments shall be refunded.
- Disbursements. Funds of the Association may be paid out only at the direction of Board of Directors.
- Directors. The governing body of the Association shall be the Board of Directors, which shall have the authority and responsibility for the supervision, control and direction of the Association.
- Composition of the Board. The Board of Directors shall consist of ten member representatives, at least six of whom shall be North American Manufacturer members, at least one of whom shall be an International member, and at least one of whom shall be a Supplier member. In addition to the ten directors referenced above, the immediate past President shall serve as an ex officio member of the Board of Directors. His term will continue until the next president qualifies as the immediate past President. The immediate past President will have the right to vote only in the event of a tie vote on the Board.
- Election and Term of Office. The AEMA Board of Directors shall be elected by an email ballot distributed to all paid voting members no later than 60 days prior to the Annual Meeting and returned to AEMA Headquarters no later than 30 days prior to the Annual Meeting.
- Vacancies. If a vacancy occurs on the Board for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.
- Meetings. The Board of Directors shall meet at least annually at the time and place of the annual membership meeting of the Association. The presence of any six directors shall constitute a quorum. A majority of directors where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail voting (including e-mail and facsimile) is permitted and requires a unanimous vote for any decision.
- Removal. A director may be removed for adequate reason by a two-thirds vote of the voting membership.
- Compensation. Directors shall not receive compensation from the Association for their services.
- Officers. The officers of the Association shall be a President, Vice-President, Secretary/Treasurer and an Executive Director.
- Qualifications. Officers, except for the Executive Director, shall be voting member representatives who have been elected directors at the annual meeting of the Association.
- Election and Term of Office. Officers, except for the Executive Director, shall be elected by the Board of Directors each year, at the time of the annual meeting of the members of the Association. Officers, except for the Executive Director, shall be elected for a term of one year. The Executive Director shall be appointed or terminated by the Board of Directors.
- Duties. The officers shall perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President of the Association shall serve as Chairman of the Board of Directors; the Vice President shall serve in place of the President when the President is not available; the Treasurer shall serve as the financial officer of the Association; and, the Executive Director, shall be the chief employed administrative officer of the Association.
- Vacancies. If a vacancy occurs among the officers, other than the Executive Director, for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.
- Removal. An officer may be removed for adequate reason by a two-thirds vote of the Board of Directors.
- Compensation. Officers, except for the Executive Director, shall not receive compensation from the Association for their services.
- Annual Membership Meeting. The Association shall hold an annual meeting of the voting members at the place and on the date that shall be determined by the Board of Directors.
- Special Meetings. Special Meetings of the voting members of the Association may be called by the Board of Directors at any time.
- Notice. The Board of Directors shall give voting and non-voting members reasonable notice of all annual and special meetings, which notice shall include an agenda of the business to be considered at the meeting.
- Voting. The presence of twenty percent (20%) of the voting members at any meeting constitutes a quorum. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail (including facsimile) voting is permitted.
COMMITTEES, RULES AND AMENDMENTS
- Committees. The President, with the advice and consent of the Board of Directors, shall have the authority to establish committees and appoint their members and chairmen. Such committees shall include the following:
- Executive Committee. The executive committee shall consist of the officers of the Association and may act in the place of the Board of Directors when such authority is so designated by the Board or in emergency matters where Executive Committee action shall be temporary and shall be subject to subsequent approval by the Board of Directors at its next meeting.
- Nominating Committee. The nominating committee shall consist of the Past President as chairman, the Immediate Past President and one other voting member.
- International Technical Committee. The International Technical Committee shall consist of a representative appointed by each voting member and certified to the Executive Director.
- Other Committees. Other committees as are needed to conduct the governance, business and technical affairs of the Association.
- General Counsel. The Board of Directors may appoint or terminate a general counsel for the Association.
- Auditors. The Board of Directors may appoint or terminate auditors for the Association.
- Rules and Regulations. The Board of Directors may establish rules and regulations that are consistent with these Bylaws for the policies, procedures and programs of the Association and its committees.
- Amendment. Amendments to these Bylaws may be made without prior notice at an annual meeting of the voting members of the Association by a majority vote. Emergency amendments may be made at any time by a two-thirds vote of the Board of Directors, but emergency amendments are temporary and shall be subject to subsequent approval by a majority vote at the next meeting of the voting membership of the Association.
- Policy. It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal, state and applicable international trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its staff, officers, directors or members which violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to Association policy.
- Implementation. Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:
- Association Membership, Board of Directors, Executive Committee and other Committee meetings shall be conducted pursuant to agenda distributed in advance to attendees; discussions shall be limited to agenda items; there shall be no substantive discussions of Association matters other than at official meetings; minutes shall be distributed promptly to attendees.
- All Association activities or discussions shall be avoided which might be construed as tending to: (1) raise, lower or stabilize prices; (2) regulate production; (3) allocate markets; (4) encourage boycotts; (5) foster unfair trade practices; (6) assist in monopolization; or in any way violate federal, state or applicable international trade regulations and antitrust laws.
- The General Counsel shall attend all Association Executive Committee, Board of Directors and Membership meetings. Attendance of counsel at other meetings shall be at the discretion of the President or Executive Director.
- Association members, officers, directors or employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy shall be subject to disciplinary measures up to, and including, termination.
The association shall indemnify and save harmless each officer, director and employee against expenses actually and necessarily incurred by them for any matter arising out of any action, suit, proceeding or claim in which they or any of them are made parties or a party by reason of having served as an officer, director or employee of the association, except in relation to matters as to which they be adjudged in such action, suit or proceeding to be liable for gross negligence in the performance of their duties, and to such matters as shall be settled by agreement predicated on the existence of such liability for gross negligence or misconduct.
The effective date of these bylaws shall be January 1, 1993.
AEMA Bylaws, Amended February 21 2013