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:

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 manufacture 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.

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Section 1:

Members of this Association shall consist of persons employed by firms and corporations engaged PRINCIPALLY in manufacture 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 membership/initiation fee (one time only). No additional dues are required for the balance of the current Association year within which the change in company occurred.

A person replacing an Association member who has left the employment of the company sponsoring his/her membership must submit a new membership application and pay the membership/initiation fee (one time only). Applicable dues are required for the balance of the current Association year within which such replacement 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 by suspension be temporarily deprived of all rights and privileges in the Association or the property thereof, or he may be permanently expelled therefrom Charges may be preferred by any three members in written petitions addressed to the Board of Directors. The member concerned shall be entitled to five days' written notice of the meeting at which he shall have the privilege of appearing before the Board of Directors to defend himself 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.

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Section 1:

The Executive Committee shall have general charge of the affairs and funds of the Association, and of all other matters not otherwise herein provided for. The Executive Committee shall fill any vacancy in its body or any vacancy in office by the election of any member of the Association, who shall serve until the next election.

Section 2:

Neither the Executive Committee nor any of the Officers of the Association shall obligate the Association to any expenditure of money for any purpose beyond the amounts of funds in the treasury of the Association at the time of incurring such obligation, except with the approval of two-thirds of the members of the Association.

The officers of the Association shall consist of a President, Vice-President, Secretary and Treasurer. The Board of Directors shall consist of not less than directors receiving the largest number of votes at election to serve for a period of two years, the remainder to serve for a period of one year. The following positions require an automatic inclusion in the Board of Directors: Program Chairperson, Community Service Chairperson and Administrative Assistant. The retiring President will become a member of the Board of Directors for the next fiscal year. The Program Chairperson, the Community Service and Public Relations Chairperson will serve a period of (maximum) two years.

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A Nominating Committee shall be appointed by the President, not more than two of said Committee shall be members of the Executive Committee, and who shall nominate candidates for election as officers and directors of the Association, and the Committee shall be announced at the regular April meeting of the Association with instructions to report nominations at the regular May meeting. Annual Election to be held as provided in Article 9 below. The newly elected Officers and Directors shall assume office July 1.

The election by mail (or e-mail) ballot of Officers and Directors shall take place between May and June. All elections of Officers and Directors shall be by mail (or e-mail) ballots, and each member shall have one vote. Two members from the same firm or corporation shall not hold executive offices at the same time.

Regular meetings of the Executive Committee shall be held at a time and place designated by the President, seven days notice of the time and place of said meeting being first mailed to all members of the Executive Committee. Special meetings of the Executive Committee may be held upon call of the President or upon call of any three members of the Executive Committee, and one day's notice of such meeting, stating the purpose and object of such meetings, shall first be mailed to all the members of the Executive Committee. 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 thee (3) weeks notice of the time and place of each regular meeting shall be mailed (and/or e-mailed) to the members. The summer Board meeting shall be held the first week in August at such time and place as the President may designate. '

A majority of the members of the Executive Committee 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.

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PRESIDENT

The President shall preside at all meetings of the Association and be ex officio Chairperson of the Executive Committee and shall be a member, ex officio, of all committees. He/she shall preserve order and sign all warrants drawn on the Treasurer 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. At the Annual Meeting on the first Friday in June, the outgoing President shall appoint a Committee to audit the financial records of the Association for the current fiscal year ending June 30th. He/she shall direct such committee to submit a report in writing to the incoming President and Treasurer.

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.

SECRETARY

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

TREASURER

The Treasurer shall have the custody of the funds of the Association and shall deposit same in such bank as may be directed by the Executive Committee. 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 and countersigned by the Vice-President or President. He/She shall collect all due and other monies payable to the Association and perform such other duties usually incumbent upon his/her office.

ADMINISTRATIVE ASSISTANT

The Executive Committee may engage an Administrative Assistant (previously referred to as Assistant Secretary-Treasurer), at a compensation to be fixed by it from time to time, and whose tenure of office shall be at its pleasure. To such Administrative Assistant shall be delegated such duties as the Executive Committee may designate, subject to the consent of the officers to whom such duties are otherwise prescribed herein.

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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 unless otherwise ordered by the Assembly.

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 dues. 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 dues within thirty days after the same are due and payable, the Treasurer shall notify him of such delinquency. If such member shall fail to pay his dues within ten days after such notice such fact shall be reported by the Treasurer at the next regular meeting of the Executive Committee, and proper action shall be taken.

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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 Executive Committee. The Administrative Assistant shall promptly 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.

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

PRESIDENT

Presides at all meetings of the Association.

Serves as a Chair of the Executive Committee the year following his/her election. Executive Committee shall be composed of the elected Board Members and officers. Serves as a member of all committees.

Executes all instruments of writing requiring the signature of the Association.

Is authorized as one of three officers to sign checks for the disbursement of funds for the Association. (Checks require two signatures.)

May call regular and special meetings of the Executive Committee and the Association.

Appoints a committee at the June meeting to audit the financial records of the Association for the fiscal year ending June 30. Directs such committee to submit a written report to the incoming President and Treasurer. Appoints a Nominating Committee which shall consist of two members of the executive committee to select candidates for the Treasurer and Board of Directors.

Performs all other duties usual to the office.

VICE-PRESIDENT

Shall serve in the capacity of President in the President's absence.

Shall serve as the Chair of the membership committee and may select two Association members to serve as committee persons. Appoints Association members to serve on a calling committee and serves as Chair of such committee.

Is authorized as one of three officers to sign checks for disbursement of funds for the Association. (Checks require two signatures.)

Is responsible for providing a membership list for the Association membership.

Performs all other duties usual to the office.

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SECRETARY

Records the minutes of Association meetings and gives these minutes to the Administrative Assistant for typing and mailing to the board; reports the minutes at Board Meetings and retains such records.

Writes letters of correspondence when such are required for the Association's activities.

Mails notices to Association members of existing and proposed changes or additions to the by laws.

Sends appropriate notices to Association members who either fail to make reservations for luncheons or fail to appear after they make reservations.

Performs all other duties usual to the office.

TREASURER

Keeps financial records of the Association with acceptable procedure, subject to audit at any time.

Makes deposits, prepares checks for disbursement of the Association funds, and pays invoices for Association activities. Reconciles bank statements.

Prepares a written report for the June Board Meeting on the fiscal year ending in June pertaining to the Association's financial state.

Is authorized as one of three officers to sign checks for the disbursement of funds for the Association. (Checks require two signatures.)

For each luncheon meeting the Treasurer:

- May appoint members from the Board to help register members and guests.

- Obtains cash for change needed to collect money.

- Reconfirms with the hotel catering the number of persons to be served.

- Records the "no shows" and "no reservations" members and guests and reports to the Secretary for notification.

- Collects money, provides receipts, monitors the number of paid lunch and beverage tickets sold. Reconciles discrepancies with the hotel catering. Pays the invoice from hotel catering.

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ADMINISTRATIVE ASSISTANT

Serves as a focal point for the Association with members and potential members.

Coordinates with Board member whenever necessary to carry out the business of the Association.

Takes reservations for monthly luncheons, provides guaranteed number of persons to hotel catering prior to each luncheon. Provides a reservations list to the Treasurer prior to each monthly meeting.

Prepares name tags from the reservations list.

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.

Performs general typing as required to conduct the Association's business, at the request of officers and Board members, which shall include but not be limited to:

- Types meeting notices and membership notices and provides such notices to the printer for printing and mailing to membership in a timely manner.

- Types confirmations to the speakers.

- Types meeting minutes as provided by the Secretary and mails these to the Board of Directors prior to the next meeting.

Receives and records membership applications and fees and (other income on occasion) and delivers this income to the Treasurer for deposit.

Keep up-to-date records and computer listing of membership (address and phone number of individuals and companies).

Provides the Vice President a list of members who do not renew dues by the September meeting. Sends a second notice reminder for late dues during August.

Works with the Vice President to prepare a membership list for distribution to the members.

Coordinates new addresses of members with printing company. Arranges for name tags for members.

Works at the registration table the night of the Christmas Dance with Christmas Dance Committee members. (Christmas Dance cost for the Administrative Assistant and their guest will be paid by the Association.)

Sends dues notices to all current members during the month of June.

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PROGRAM CHAIR

Will be appointed by the President.

Arranges for monthly luncheon meeting facility (hotel), speakers, and special programs.

Monthly Meetings:

Negotiates with hotel for rates, menu, dates, and formats on a yearly basis.

Arranges with hotel for audio visual equipment needed for each monthly meeting.

Reconfirms with hotel before each meeting: room size, video equipment, etc.

Prepares fliers and speaker line up for meeting and delivers these and meeting announcement format to the Administrative Assistant for typing and transmitting to the printer.

Speakers:

Arranges for speakers and times.

Contacts each speaker to confirm dates and subject matter. Coordinates with Administrative Assistant to send written confirmation.

Reconfirms with each speaker prior to meeting; obtains biography; determines needed visual aids.

Arranges for speaker transportation if necessary.

Introduces speaker.

Special Programs:

Decides on programs and dates.

Negotiates program details, assigning duties to members if needed.

Prepares mail out information for handling by Administrative Assistant.

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CHRISTMAS DANCE CHAIR

Will be appointed by the President.

Accepts reservations and checks (payable to the Houston Chemical Association). Payment of expenses for this function is made either by reimbursement of funds or allocation of funds from the Association to the Chairman.

Will appoint a committee to assist in preparation for this function.

The committee of the prior year reserves the band and the facility for the first Friday in December of the following year. The President of the Association signs the band contract.

The band is either prepaid by the Association or paid the night of the dance by the committee.

The committee arranges with the facility catering manager: the menu, wine (on a cash basis by individual), table arrangement, storing and delivery of door prizes, number of bars, and registration tables.

The committee:

- 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.

- Purchases table favors (favors to be gift wrapped).

- Purchases name tags for attendees (have additional tags available).

- Provides printer with announcement of dance with guest lists, wine list.

- Determines deadlines for registration and refunds.

- Determines number of tables needed from reservations.

- 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.

- Receives and makes lists of names and any changes.

- Purchases center pieces and arranges for delivery.

- Appoints an emcee for the evening to handle drawing of prizes and recognition of officers.

- Reports to the Board on the status of the dance, including budget.

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GOLF CHAIR

Will be appointed by the President.Will coordinate the Golf Outings:

- Coordinate with the Administrative Assistant to type and distribute the Golf Announcement to members at least one month prior to the Golf Outing.

- Accept reservations and checks (payable to the Houston Chemical Association) from players.

- Turn over checks to Treasurer for payment of golf related expenses.

Will select:

- Golf location and time.

- Type of play (Shotgun, Scramble, Scoring, etc.)

- Appropriate fees to cover:

-Lunch, Golf Green Fees, and Prizes.

The Golf Outing dates will be determined by the Golf Chair with approval by the Executive Committee.