WESTERN COTTON SHIPPERS ASSOCIATION

BY-LAWS

(Amended June 11, 2005)

ARTICLE I

NAME AND PRINCIPAL PLACE OF BUSINESS

 

SECTION 1. The name of this Association is and shall be known as WESTERN COTTON SHIPPERS ASSOCIATION.

SECTION 2. The principal place of business of the Association will be at Memphis, Tennessee.

 

ARTICLE II

CLASS OF MEMBERSHIPS

MEMBERSHIPS

SECTION 1. There shall be four classes of memberships in the Association for those described herein doing business in the States of California, Arizona, New Mexico, and that certain territory or area which is commonly known in the industry as the El Paso Territory of Texas: to wit, Merchant, Non-Merchant Handler, Associate, and Honorary members, and they shall be classified as follows:
MERCHANT: Individual, partnership, joint venture, company corporation or cooperative purchasing cotton on their own behalf, taking title thereto, and offering such cotton for sale to other parties.

NON-MERCHANT HANDLER: Individual, partnership, joint venture, company, corporation or cooperative when not acting on its own behalf, acts in facilitating the purchase or sale of cotton to other parties.

ASSOCIATE: Individual, partnership, joint venture, company, corporation or cooperative not involved in the purchase or sale of cotton, but, having a relationship to such activity in transportation, insurance, banking, futures trading, communications of other businesses.

Associate Members shall have no right to vote, nor shall they acquire title to any property of the Association.

HONORARY
APPLICATION FOR AN ELECTION
TO MEMBERSHIP

SECTION 2. Written application for membership, pledging the applicant, if elected, to abide and be subject to the Articles of Incorporation, By-Laws, Rules and Regulations of the Association in force or thereafter to be adopted, must be filed with the Secretary-Treasurer and must specify whether the applicant desires to become a Merchant, Non-Merchant Handler, or Associate member; each applicant for Merchant or Non-Merchant Handler membership must be endorsed by at least three (3) Merchant or Non-Merchant Handler members of this Association and if such applicant shall have been engaged in the business of buying and/or selling cotton in the States of California, Arizona, New Mexico or that certain territory or area which is commonly known as the El Paso Territory of Texas for a period of less than one year previous to the date of his application, said applicant must bear the endorsement of five (5) Merchant or Non-Merchant Handler members of this Association; each application for Merchant, Non-Merchant Handler, or Associate membership must be accompanied by the membership dues for the first year and any preliminary initiation or membership fees as required by the Rules and Regulations; notice of each application for a Merchant or Non-Merchant Handler membership, stating the status of the applicant as to the manner of operation, whether individual operator or representing a principle, and if the latter the name of the principal, must be mailed by the Secretary-Treasurer to each Merchant and Non-Merchant Handler member of the Association, whose privilege and duty it shall be to communicate their pleasure within seven days there after and at the expiration of that time, any such application, together with all the information received in reference thereto, shall be submitted by the Secretary-Treasurer, to the Board of Directors, who may vote on same at any meeting of the Board, or may vote on same by written communication addressed to the Secretary-Treasurer; no notice need be given of any application for an Associate membership, but same shall be submitted by the Secretary-Treasurer to the Board of Directors, no applicant shall be accepted for either a Merchant, Non-Merchant Handler or Associate membership unless and until such applicant has the approval of not less than two-thirds of the members of the Board of Directors and, upon such approval being had, each such applicant shall be declared elected to membership.

REJECTED APPLICANTS

SECTION 3. Any applicant failing to receive the approval of two-thirds of the Board of Directors shall not again, within six months thereafter, be entitled to consideration for membership without the unanimous vote of the Board.

EVIDENCE OF MEMBERSHIP

SECTION 4. Each member shall be entered on the books of record as a member and shall receive and have, as evidence thereof, a certificate of membership, specifying his class of membership, bearing the corporate seal and signatures of the President and Secretary-Treasurer of the Association, and every member, upon acceptance of such certificate issued in his or her name, is hereby obligated to abide by and be subject to the Articles of Incorporation, By-Laws and Rules and Regulations, whether such pledge has been given otherwise or not.

NUMBER OF MEMBERS

SECTION 5. The number of Merchant or Non-Merchant Handler memberships shall not exceed one hundred (100) at any time, and the number of Associate memberships shall not exceed one hundred (100) at any time.

 

ARTICLE III

MEMBERSHIP CERTIFICATE

 

SECTION 1. The Certificate of Membership shall be as follows:
WESTERN COTTON SHIPPERS ASSOCIATION
Certificate of Membership
No._____

THIS IS TO CERTIFY that ______________________ is a (an) _________________ member of Western Cotton Shippers Association, and holds a (an) __________________ membership therein, transferable only to a member or member-elect of the Association on the books, thereof, and then only in accordance with its By-Laws and Rules and Regulations. An associate membership is not transferable.

The Association holds a lien upon said membership, enforceable summarily, as provided in said By-Laws and Rules and Regulations, to secure all fees and dues now or hereafter chargeable to said membership. No act by said member shall confer upon or vest in any person not a member any interest in the property or franchise of the Association or any right in respect thereto; a merchant or non-merchant handler member may transfer his or its membership to any other merchant or non-merchant handler member, or merchant or non-merchant handler member-elect of the Association upon surrender of this certificate, payment of all dues and fees with which said membership is chargeable, but then only upon and after the approval of the Board of Directors of said Association.

Dated at Memphis, Tennessee this ____day of _________, 20___.

________________________
President

________________________
Secretary-Treasurer
SURRENDER, CANCELLATION OR TRANSFER

SECTION 2. Upon the surrender of a Certificate of Membership to the Secretary-Treasurer, all dues and fees charged thereto having been first paid, the owner thereof shall cease to be a member of the Association; if such membership is a merchant or non-merchant handler membership the same may, upon request, be cancelled or transferred on the books of the Association but only to a merchant or non-merchant handler member or to a merchant or non-merchant handler member-elect, and no act by any member shall confer upon or vest in any person not a merchant or non-merchant handler member any interest in the property or franchise of the Association or any right in respect thereto. No associate membership can be transferred to any other person.

 

ARTICLE IV

DUES AND FEES

 

DUES AND FEES

SECTION 1. On every membership the owner thereof, of record on the Association, shall be required to pay annual dues in advance, and also other fees, levied against the same in accordance with the By-Laws, Rules and Regulations.

LIEN ON MEMBERSHIPS

SECTION 2. All debts due the Association by any member thereof for dues or fees shall be a charge and lien upon the membership standing in the name of such person on the books of the Association, and failure to pay any such indebtedness shall subject such member to forfeiture but will not release any of such indebtedness.

 

ARTICLE V

MEETINGS OF MEMBERS, ANNUAL

 

SECTION 1. (a) There shall be a one day business meeting of the members held annually during the spring wherein the committee reports will be considered with the other current pending business of the Association and will include an executive business meeting of the Merchant and Non-Merchant Handler members. During alternating years, effective with calendar year 2002, the business meeting will be part of a bi-annual convention of a minimum of two days at a site within the territorial jurisdiction of the Association. As such annual meeting and at the annual meeting thereafter the place for holding the next annual meeting of the members shall be decided upon and fixed, the exact date and time to be determined thereafter by the Board of Directors and notice thereof mailed to each member at least ten days in advance of the meeting.

(b) The bi-annual meeting of members shall last two days and will include the business meeting. For these bi-annual conventions a carefully prepared program shall be arranged, and at least three papers or essays be read on such subject as may appear of important interest to the members of the Association.

ORDER OF BUSINESS

SECTION 2. (a) It is recommended that the STURGIS STANDARD CODE OF PARLIAMENTARY PROCEDURE be adopted for use in all annual or special meetings of this Association.

SECTION 2. (b) At all annual meetings the following order of business shall be observed:
(1) Roll call of members;
(2) Reading of Minutes of preceding meeting;
(3) Report of Secretary-Treasurer;
(4) Report of Standing Committees;
(5) Report of Special Committees;
(6) Unfinished business;
(7) Miscellaneous or new business;
(8) Election of the President;
(9) Election of the Vice President;
(10) Election of Board of Directors for the ensuing year;
(11) Deciding the place for the holding of the next annual meeting.

SPECIAL MEETINGS

SECTION 3. Special meetings of members shall be called by the President at his discretion, and it shall be his duty to call such meetings, upon written request by any ten members. Such meetings may be held at any time or place but no business shall be transacted at a special meeting other than that stated in the call, as the object thereof.

QUORUM

SECTION 4. The presence of a minimum of one-third of the merchant and/or non-merchant handler members, one-half of whom shall be Directors, shall constitute a quorum, for the transaction of business, whether Annual or Special.

WHO ENTITLED TO VOTE

SECTION 5. Any merchant or non-merchant handler member owning one or more memberships of record on the books of the Association, on which all dues and fees have been previously paid, shall be entitled to vote at any meeting of members, but no merchant or non-merchant handler member shall be entitled to more than one vote. Associate members shall not be entitled to vote at any meeting of the Association or to be elected to any office.

 

ARTICLE VI

SUSPENSION OR EXPULSION OF MEMBERS

 

SECTION 1. Any member of this Association who may be accused in writing of willfully violating the Articles of Incorporation, By-Laws or Rules and Regulations of the Association or of fraudulent breach of contract or of any proceeding inconsistent with just and equitable principles of trade or other misconduct, may, on written complaint, be summoned before the Board of Directors, and, if desired, shall be heard in his defense, and if the charge or charges against him be, in the opinion of the Board, sustained, they may, by a vote of not less than two-thirds of all members present, suspend or expel such member from the Association. The sentence of the Board of Directors shall be final, except in case of any merchant or non-merchant handler member who shall, within ten days after sentence appeal to the Association. In case of such appeal, the President, giving at least ten days notice, shall convene the Association, at which meeting the accused and the accusers may be heard and all documentary and other evidence examined, and should three-fourths of the votes of the merchant and/or non-merchant handler members at such meeting be in favor of reversal, the accused shall be reinstated in all his rights, but otherwise the original sentence shall stand and be final. No associate member shall have a right to appeal to the Association.

Any member of this Association shall be expelled or suspended from membership for any willful violation of the Constitution, By-Laws, Rules or Regulations of the Association, certified by the Board of Directors of this Association or another Federated Association, or for any actions inconsistent with just and equitable principles of trade, or other misconduct, as determined by the Board of Directors or the Board of Directors of another Federated Association, or for any willful refusal to abide by a final arbitration award made by this Association, or another Federated Association, if made under the rules of such Association pursuant to the provisions of any contract providing for such arbitration.

SUSPENSION OR EXPULSION
ANNOUNCED TO MEMBERS

SECTION 2. (a) Upon suspension or expulsion of a member the Secretary in addition to notifying the accused member of the sentence, shall also announce the sentence to the members of the Association and to the party or parties filing the complaint.

(b) Upon suspension of a member his name shall be removed from the membership roster as well as from the membership mailing list, and the payment of all dues and fees shall be remitted during the period of suspension, but the suspended member shall continue to be subject to the Association rules of discipline during the term of suspension.

AMERICAN COTTON SHIPPERS ASSOCIATION
RULES BINDING

SECTION 3. (a) The By-Laws and Rules of the American Cotton Shippers Association are by reference made a part of the By-Laws and Rules of the Association in the same manner as if incorporated herein, and shall be binding and enforceable against members of the Association in the same manner as prescribed in the By-Laws and the Rules of the Association.

(b) Pursuant to the By-Laws of the American Cotton Shippers Association (ACSA) Article 7, Section 3, the Association shall appoint two members to serve as Members of the ACSA Board of Directors. The President and Vice President shall serve in this capacity, and in the event that either or both are unable to serve, the President shall appoint an alternate from among the Directors.

SUSPENSION OR EXPULSION CERTIFIED

SECTION 4. Upon suspension or expulsion of a member, the Association shall promptly certify such suspension or expulsion to the American Cotton Shippers Association and upon request of any other Federated Association, of which such suspended or expelled member is also a member, shall furnish to it the evidence upon which such action was based.

RESIGNATION OF MEMBER

SECTION 5. No member of the Association may resign from membership while a complaint is pending against him as provided in Section 1 hereof, and in the event any member shall tender his resignation under such circumstances, it shall be the duty of the Directors to hold such resignation in abeyance until final disposition of such complaint has been made.
BANKRUPTCY OF MEMBER

SECTION 6. Upon application for reorganization under any of the several chapter proceedings of the Federal Bankruptcy Act, membership privileges shall be automatically suspended, and such suspension shall remain in effect until the Board of Directors determines, after analysis of all available information, whether membership privileges shall be revoked or restored. The restoration of membership privileges is contingent upon establishing, through the presentation of sufficient proof, that all outstanding financial obligations have been fully satisfied or that the repayment schedule for all existing financial obligations is current.

 

ARTICLE VII

ELECTION OF OFFICERS

PRESIDENT AND VICE PRESIDENT

 

SECTION 1. (a) Election of: The President and Vice President shall be elected every other by ballot at the annual meeting of members and shall, immediately after adjournment thereof, enter upon their duties and continue in office for two years or until their successors are elected and qualify. The President and Vice President shall receive no remuneration for their services.

BOARD OF DIRECTORS

(b) Election of: Upon their election at the annual meeting of the members the newly elected President, Vice President and the retiring President shall first be declared Directors for the ensuing two years and then six other merchant or non-merchant handler members shall be elected by ballot to constitute the Board.

(c) Of the six Directors to be elected, not less than two nor more than four shall have served on the Board in the previous two year term, and the two Directors, exclusive of the newly elected President, Vice President and Past President, who shall have served longest on the Board shall not be eligible to succeed themselves.
(d) The newly elected Board, consisting of the President, Vice President, the immediate Past President, and six Directors, shall enter upon its duties immediately after adjournment of the annual meeting of members, and continue in office for two years, or until their successors are elected and qualify, and any vacancy that may occur in the Board, at any time, may be filled by the remaining members thereof.

DUTIES AND POWERS OF BOARD OF DIRECTORS
AND ELECTION OF OFFICERS

SECTION 2. The Board of Directors, on the date of their election or at their first meeting thereafter, shall have general and entire management of the affairs of the Association; shall appoint a Secretary-Treasurer and such other agents and clerks and require such services and bonds, and allow such compensation therefore as may be deemed proper; shall adopt such rules and regulations, provide and furnish such buildings or rooms, determine, fix and levy such dues and fees, and do and perform such other acts not inconsistent with the Articles of Incorporation and the By-Laws as in their judgment may be required to best accomplish the purposes of the Association. They shall appoint an Executive Committee from their number to consist of the President, and two others to be named by the Board of Directors from their number, this Committee to handle all Association matters other than that covered by Section 3 of this By-Law, which the President may refer to it; the purpose being to eliminate general meetings of the Board except in matters of major importance. The Secretary-Treasurer shall communicate with all other Board members prior to all meetings of this Committee and shall inform the Committee of the sentiments of the other members on the questions to be passed on, and the Committee shall be guided thereby in any action taken by it. Any action of the Board of Directors authorized by the Articles of Incorporation or the By-Laws of this corporation may be taken without a meeting if all members of the Board of Directors consent in writing to said action.

RULES AND REGULATIONS BINDING

SECTION 3. The Board of Directors may amend, modify or change or adopt new Rules and Regulations from time to time, and such Rules and Regulations shall be binding upon all merchant and non-merchant handler members of the Association and shall cover all cases to which they may be applicable; provided that the Secretary-Treasurer must and shall, within fifteen days after the Rules and Regulations have been amended, changed or modified in any way, give notice to each merchant and non-merchant handler member as to such changes.

UNAUTHORIZED DEBTS NOT TO BE CONTRACTED

SECTION 4. No officer or member of the Association or Board of Directors, shall contract any debts on behalf of the Association, or in any manner or to any extent render the corporation liable for the payment of any sum without the sanction and approval of the Board of Directors.

LIABILITY OF MEMBERS

SECTION 5. No member of the Association shall be liable for any debt of the corporation beyond the extent of his membership therein.

 

ARTICLE VIII

MEETINGS AND QUORUM OF

BOARD OF DIRECTORS

MEETINGS

 

SECTION 1. The Board of Directors shall meet immediately after their election as such during or immediately following the annual meeting of the members. They shall hold not less than three meetings during each year at such times and places as they may determine or at the times and places designated by the President in any meetings he may call.

QUORUM

SECTION 2. A quorum shall consist of not less than a majority of the Directors, and no meetings of the Directors having a less number present shall be capable of transacting business, unless the proceedings of such meeting be thereafter ratified and confirmed by a valid meeting of the Board. A meeting of the Directors at which a quorum is present shall be competent to transact any business of the Association.

 

ARTICLE IX

DUTIES OF OFFICERS

PRESIDENT

 

SECTION 1. The President shall have immediate supervision and direction of the affairs and employees of the Association, subject to the direction or approval of the Board of Directors; shall call all meetings, both of members and the Board of Directors, and when present shall preside at the same; shall appoint all committees not otherwise provided, and shall be Chairman ex-officio of all committees, and shall do and perform all other duties incident to his office including the responsibility for liaison with growers, ginners and other agricultural oriented organizations and/or coalitions.

VICE PRESIDENT

SECTION 2. In case of the absence of the President, or of his inability from any cause to act, the Vice President shall, when present, perform the duties of the President; and in case of the absence of the President and of the Vice President, then the Board of Directors shall appoint one of their number to perform such duties for the time being.

SECRETARY-TREASURER

SECTION 3. (a) The duties of the Secretary-Treasurer, who need not necessarily be a member of the Association, shall be in all respects subject to the requirements of the Board of Directors, or of the President, and his term of office and compensation shall be determined by the Board; in addition to holding the office and title of Secretary-Treasurer and all rights, powers, duties and responsibilities pertaining thereto, he shall have full authority and capacity to represent and act on behalf of said corporation under the further and additional title of Executive Vice President and Secretary.

(b) The Secretary-Treasurer shall receive all funds belonging to the Association and deposit same in bank in the name of Western Cotton Shippers Association and shall pay by check all bills and accounts against the Association. He shall keep an account of all receipts and disbursements in a book kept for that purpose, which, together with all vouchers and other records, shall be at all times subject to the examination of the Finance Committee and the Board of Directors. He shall render a report at each meeting of the Board and a general annual report at the close of each fiscal year; shall be responsible for the proper accounting for all receipts and disbursements, and at the expiration of his term of office shall deliver to his successor all funds, books, papers and other property of the Association in his possession.

(c) In addition to his regular duties, the Secretary-Treasurer shall visit all of the important points in California Arizona, New Mexico and the El Paso Territory of Texas at various times during the year for the purpose of collecting and disseminating such information as will be of interest to the members of the Association; and he shall make such other visits either to the important points or small contiguous towns as may be requested by the President.

COMBINED DUTIES OF OFFICERS

SECTION 4. (a) It shall be within the discretion of the Board of Directors to combine duties of any two officers of the Association, provided, however, that the offices of President and Secretary-Treasurer may not be held by the same person.

(b) In the performance of their duties, the President and/or the Vice President are authorized to act on behalf of the Association in regard to the sale or purchase of securities or financial instruments and to authorize the Secretary to transfer funds to or from the Association’s account to accomplish such purposes.

EXECUTIVE COMMITTEE

SECTION 5. The Executive Committee shall be composed of the President, the Immediate Past President, and the Vice President of the Association. This Committee shall assist the President and staff in the daily operations of the Association by providing consultation on such matters and in such instances where full contact with the Board of Directors may be impractical. The Executive Committee shall have no authority to change any policy position established by the Annual Convention of the Board of Directors.

 

ARTICLE X

COMMITTEES

 

SECTION 1. (a) When a request for arbitration for grade or staple, or both, is made by members of this Association, or by a member and non-member when the sale and purchase is based upon the Rules of this Association, the President shall appoint an Arbitration Committee of three (3) members, or three (3) qualified classers to pass upon the merits of the cotton in question, and the majority decision of this committee shall be final and binding.

(b) In addition to the above named committees, there shall be a special Arbitration Committee which shall be composed of three members of the Association, to be selected by the President in each particular case. This committee shall have charge of all disputes pertaining to the cotton trade, except on grade and staple, which may be referred to it by the President, and it shall be their duty, when called upon to arbitrate any differences and/or disputes which may arise between members, or between non-members, of the Association, and an award by the majority of said committee shall be binding, subject only to the right of appeal by either party to the Committee on Appeals.

(c) At the first meeting of the new Board of Directors, or as soon as practicable, the President, subject to the approval of the Board, shall appoint a Committee on Appeals, composed of three members, whose duty it shall be to hear and decide all disputes pertaining to the cotton trade, except on grade and staple, submitted to them on appeal from the decisions of the Arbitration Committee, and a decision rendered by this committee shall be final.

(d) Such other committees as may be deemed advisable may be appointed from time to time by the President.

 

ARTICLE XI

RULES AND REGULATIONS

 

The Rules and Regulations of the Association are hereto attached and shall be deemed adopted upon the adoption of these By-Laws, and said Rules and Regulations may be amended, changed or modified at any time by the Board of Directors as hereinbefore provided.

 

ARTICLE XII

SEAL

 

The Board of Directors shall provide a suitable seal containing the name of the Association and the year of its creation, with any other appropriate words they may designate and may alter the same at their pleasure.

 

ARTICLE XIII

ALTERATION OR SUSPENSION OF BY-LAWS

 

These By-Laws may be amended, altered or suspended by a two-thirds vote of the merchant and non-merchant handler members at any meeting of the members of the Association or by the written assent of two-thirds of the merchant and non-merchant handler members filed with the Secretary-Treasurer; provided that no resolution or motion to alter, amend or suspend these By-Laws shall be considered at any annual or other meeting of the members, unless notice thereof shall have been mailed to each merchant and non-merchant handler member ten days previous to such meeting.

 

ARTICLE XIV

DISSOLUTION

 

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.