ARTICLE I - Name
Section 1. The name of this corporation shall be the Technical Association of the Pulp and Paper Industry, Inc., doing business as "TAPPI".
Section 2. The Association shall be organized as a nonprofit corporation under the laws of the State of Georgia.
Section 3. The Association shall be governed by its Articles of Incorporation and these Bylaws.
ARTICLE II - Purposes
Section 1. To meet the changing international needs of the Association, and the industry, its purposes shall be:
- To further the worldwide application of science, engineering and technology in the paper and related industries.
- To promote research and recognize individual achievement.
- To serve as a worldwide forum for the collection, dissemination, and interchange of technical concepts and information in fields of interest to Association members.
- To provide outstanding education and professional growth opportunities.
- To provide high quality, timely and innovative products and services relating to the above purposes.
Section 2. In the event of dissolution of the Association and the discharge of its debts and the settlement of its affairs, all funds and properties of the Association remaining thereafter shall be conveyed to nonprofit, tax exempt, scientific organization(s) with objects and purposes similar to those of the Association, such organization(s) to be designated by the Board of Directors at the time of dissolution.
ARTICLE III - Membership Classes
Section 1. The membership of the Association shall consist of the following classifications, which are defined as follows for purposes of these Bylaws and the Association's affairs.
Member– An individual who is or has been engaged in work in the paper and related industries, including academic institutions.
Associate Member– An individual under 30 years of age who is engaged in work in the paper and related industries.
Student Member– An individual who is a fulltime student and a candidate for a degree in an accredited science and/or engineering school.
Affiliate Member– An individual or organization who is interested in the purposes of the Association and either is not qualified or does not wish to become a Member, Associate Member, or Student Member.
Sustaining Member– An organization, firm or institution actively engaged in the manufacture or conversion of pulp, paper, paperboard or related products or in supplying raw materials, equipment or services to manufacturers or converters of those products. The Sustaining Member shall designate an employee to act on behalf of the Sustaining Member with respect to the Association’s affairs, including voting.
Site Member– A plant, mill, or facility engaged in work in the paper and related industries.
The Board of Directors may, from time to time, establish, modify, or eliminate one or more classes of membership.
Section 2. The Board of Directors is empowered to define the meaning of related industries, institutions and services. It is also empowered to provide such means of ascertaining the qualifications, as it may deem desirable. The Board of Directors may delegate the powers conferred by this Section.
Section 3. The Board of Directors shall establish criteria for admission to membership.
Section 4. Only Members, Associate Members and Sustaining Members shall be entitled to vote.
Section 5. Only Members and Associate Members shall be entitled to hold elected offices in the Association as described in Article V.
Section 6. Upon written petition of any five persons who have qualified for and are serving within any of the membership classifications set forth in Section 1, or on its own motion, the Board of Directors may, by a two-thirds vote of all directors then serving, suspend or expel from any membership classification, or remove from any office, any person or organization deemed by the Board of Directors to have engaged in conduct detrimental to the best interests of the Association, or suspend from any office any person determined to be unable, due to physical or mental incapacity, or for other reasons, to perform the duties of his or her office.
A suspension from membership or office may be imposed on an interim basis without notice or hearing, provided that the period of such interim suspension shall not extend beyond the next meeting of the Board of Directors.
No individual or organization shall be subjected to a further period of suspension, expelled from membership, or removed from office until such individual or organization has had the opportunity to appear at a regular or special meeting of the Board of Directors and to present, in a time period not to exceed one hour without the Board of Directors consent, a defense to the conduct charged. Any individual or organization subjected to suspension, expulsion or removal may appeal to the Association’s voting membership by petitioning the Secretary of the Board of Directors to place the issue on the agenda at the next regular or special meeting of the membership, at which meeting the petitioner and a spokesman for the Board of Directors will be allocated by the presiding officer an equal amount of time to present their respective positions. The petitioner must obtain a majority of the votes cast at the meeting in order to reverse the Board’s decision. Any such appeal will not suspend the effective date of the suspension, expulsion or removal from office pending the outcome of the append.
ARTICLE IV - Dues
Section 1. Any dues, fees, and other charges for membership in the Association (whether by membership class or otherwise) including any dues prorations, discounts, promotional offers, bundled membership offerings with other groups, and any billing cycles related thereto, shall be approved by the Board of Directors.
Section 2. Members whose dues are in arrears shall be placed on the suspended list. If after a reasonable period dues are still unpaid, such members shall be dropped for non-payment, but only after proper notice of the impending action is given. During the period of suspension, members shall receive no service from the Association.
Section 3. Any member may resign in good standing by formal notification to the President. All members who have resigned in good standing may be reinstated without payment of the initiation fee.
ARTICLE V - Officers
Section 1. The officers of the Association shall be: Chair, Vice Chair, and President. No individual may hold more than one office simultaneously.
Section 2. The Chair and Vice Chair shall be elected, in the manner provided in Article VIII, for two-year terms by a plurality vote of the voting members. Neither the Chair nor the Vice Chair shall be eligible to succeed themselves in the same offices.
Section 3. The President shall be appointed by an affirmative vote of two-thirds of the members of the Board of Directors, for terms to be determined as part of such vote.
Section 4. The officers of the Association shall hold office until their successors have been elected and installed. Vacancies occurring before the annual election may be filled by the Board of Directors.
Section 5. The term of office of elected officers and members of the Board of Directors shall begin at the close of the Annual Meeting.
ARTICLE VI - Duties of Officers
Section 1. The Chair shall preside at all meetings of the Association and shall serve as chairman of the Board of Directors. He/she shall carry out the policies established by the Board of Directors.
Section 2. In the absence of the Chair, or if a majority of the Executive Committee determines that the Chair is for any reason unable to serve, the Chair’s duties shall be assumed by the Vice Chair upon the recommendation of the Executive Committee and by an affirmative vote of two-thirds of the members of the Board of Directors.
Section 3. If a majority of the Executive Committee determines that the Vice Chair is for any reason unable to serve, the Board of Directors shall designate one of its members to serve out the remainder of the unexpired Vice Chair’s term.
Section 4. In case both the Chair and Vice Chair are absent or unable to serve, the Board of Directors shall designate one of its members to serve as Chair pro tempore.
Section 5. The Chair may appoint members of the Association to provide formal liaison to other associations and/or to serve as official representatives at their meetings.
Section 6. The President shall manage and direct all activities of the Association subject to the policies of the Board of Directors and the oversight of the Chair.
The President shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. The President shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association. The President shall report directly to the Chairp.
ARTICLE VII - The Board of Directors
Section 1. The general management of the affairs and property of the Association shall be vested in the Board of Directors which shall consist of the Chair and Vice Chair (each ex officio) and such additional directors nominated and elected as provided in these Bylaws. Until the installation of new directors in 2006, there shall be fifteen such additional directors. Beginning with the installation of new directors in 2006, the number of such additional directors shall be reduced by two each year until the number of such additional directors reaches nine in 2008. These reductions shall be accomplished by electing three new directors (instead of five) for installation in 2006 and each year thereafter.
Section 2. Directors shall serve for three-year terms, and their terms shall be staggered so that the terms of approximately one-third of the Directors expire each year. At least three Members of the Association shall be elected each year at the annual election to serve on the Board of Directors for a period of three years.
Section 3. The members of the Board of Directors shall hold office until their successors have been elected and installed or until their terms expire. Mid-term vacancies may be filled by the Board of Directors for the remainder of the unexpired terms.
Section 4. The Board of Directors shall meet at least three times and at such other times as may be required by the officers or upon written request of a majority of the Board of Directors to the Chair.
ARTICLE VIII - Nomination and Election of Officers and Directors
Section 1. The Nominating Committee shall be appointed annually by the Chair with the advice and consent of the Board. The Committee shall be chaired by the immediate Past Chair and shall consist of past members of the Board of Directors. Representation shall also include a division officer and a local section officer. Only the two member group representatives need not necessarily have been past members of the Board of Directors. The nominating committee term shall be no more than 3 consecutive years. The members will be announced not later than 60 days after the close of the Association's annual meeting. The President shall notify the members of their appointment.
Section 2. Members of the Board of Directors shall be ineligible for appointment to the Nominating Committee.
Section 3. Nominations for Chair, Vice Chair and appropriate Directors’ vacancies shall be made by the Nominating Committee between June 15 and August 1 of the year preceding the commencement of the terms of the positions for which nominations are required.
Section 4. On or before May 15 individual members or member groups may submit to the Nominating Committee the names of individuals as candidates for the Board of Directors. The candidates shall be drawn from the Association’s member groups and be Members of the Association.
Section 5. On or before August 1 of each year the Nominating Committee shall nominate at least one nominee for each Board position to be filled at the next annual meeting. The Nominating Committee shall secure the written consent of each nominee to such nomination. On or before September 1, an announcement of the nominations shall be published in The official TAPPI member publication and posted on TAPPI’s website.
Section 6. Other nominations may be submitted to the President in writing on or before November 1. Such nominations must be signed by at least one percent of the voting members, and each voting member may sign for only one such nomination. Each such nomination must be accepted in writing by the nominee. The name of each such nominee so submitted, signed, and accepted shall be placed on the election ballot. The election ballot shall give voters the options of voting for or against the entire slate or for or against the individual candidate(s) for each position.
Section 7. In conducting elections pursuant to Article VIII, the Association is authorized to use any combination of electronic and paper voting options that the Board of Directors shall approve in advance as reasonable and appropriate, provided the Members eligible to vote must be given the option to vote by paper ballot. Notice as to the composition of the election ballot and the manner in which to exercise the options to vote electronically or by a paper ballot must be provided in The official TAPPI member publication and on TAPPI’s website no later than December 1. Such notice may also be supplemented by other written or electronic forms of notice that are approved in advance by TAPPI’s Board of Directors.
Section 8. Voting shall close on January 15 and no votes received after that date shall be counted.
Section 9. An independent consulting or professional services firm with appropriate experience shall be retained by the Association to assist with the voting process, to independently tally the votes, and to record the results of the election during the week following January 15. The winners of the election shall thereafter be announced to the membership on TAPPI’s website, in the official TAPPI member publication and by such additional methods as TAPPI’s President may deem appropriate.
Section 10. A plurality of votes cast with respect to each position shall determine the winning candidate for that position. In the event of a tie, the Board of Directors shall break the tie. In the event that a negative voting option receives a plurality of votes cast with respect to the slate as a whole or a particular position, the Board of Directors shall fill the vacancies created by such vote pursuant to Article VII, Section 3.
ARTICLE IX - Meetings
Section 1. The Association Annual Meeting shall be held each year at a time and place selected by the Board, and meetings other than the Annual Meeting of the Association can be called by the Board of Directors.
Section 2. The Board of Directors may delegate to other committees or member groups its authority to set the time and place of other meetings.
Section 3. The rules of parliamentary procedures contained in Roberts Rules of Order shall govern all Association business meetings and meetings of the Board of Directors.
ARTICLE X – Board Committees
Section 1. The Board of Directors is empowered to establish committees of the Board for the purpose of carrying out activities of the Association. Nominating, Executive, and Audit Committees shall be appointed each year.
Section 2. Except as otherwise provided in the Bylaws, the Chair shall appoint and may remove the chairpersons and members of Board and Ad Hoc Committees, acting with the advice and consent of the Board.
ARTICLE XI - Executive Committee
Section 1. The Executive Committee shall have charge of the administrative affairs and investments of the Association and may make recommendations to the Board of Directors on matters of policy.
Section 2. The Executive Committee shall consist of the Chair, Vice Chair, and President (each ex officio) and not less than one nor more than three other members of the Board of Directors as may be appointed by the Board of Directors. The Chair shall serve as chair of this committee. In the Chair's absence or inability to serve, this duty shall be assumed by the Vice Chair, or in the Vice Chair’s absence, the Chair's designee.
Section 3. The Executive Committee shall meet at the time of the Annual Meeting and at such other times as may be required by the officers or upon written request of a majority of the Executive Committee.
Section 4. A majority of the Executive Committee shall constitute a quorum for the transaction of business.
Section 5. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the affairs of the Association; but the designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him/her by law.
Section 6. The Executive Committee shall be responsible for recommending an annual budget to the full Board, monitoring of results, and overseeing the fiscal condition of the Association.
Section 7. The transfer of funds from the investment reserves to the Association's operating budget shall be consistent with the annual budget and require authorization by the Chair of the Executive Committee. Notice of such transfers and the reasons therefore shall be provided promptly to all members of the Executive Committee.
ARTICLE XII - Audit Committee
Section 1. The Audit Committee shall consist of the members of the Executive Committee excluding the President and any other member who is an employee of TAPPI.
Section 2. The Audit Committee shall recommend to the Board the appointment of the Association’s auditors, oversee such audits of the Association, as the Committee deems appropriate, and receive and make appropriate recommendations to the Board regarding audit reports.
ARTICLE XIII – Member Groups
Section 1.The Chair or his/her designee shall appoint all member group leaders.
Section 2.The Chair, with the advice and consent of the Executive Committee, may establish or terminate member groups.
Section 3. All member groups must abide by the Association’s rules of conduct as prescribed by the Board of Directors.
Section 4. All leaders of member groups must be members in good standing of the Association.
Section 5.Upon the dissolution of any member group and the discharge of its debts and the settlement of its affairs, all funds and property of such member group remaining thereafter shall be conveyed to the Association for the general purposes of the Association.
ARTICLE XIV - Student Chapters
Section 1. The Chair may establish or terminate student chapters.
Section 2. The activities of the student chapters shall be consistent with the Regulations Governing Student Chapters, which shall be established by the Executive Committee.
ARTICLE XV - Awards
Section 1. The Board of Directors may annually, by a vote of two-thirds of the members present at a regular or special meeting, based upon the recommendation of the Nominating Committee, award the Gunnar Nicholson Gold Medal Award to an individual (or individuals) who has (or have) made preeminent scientific and engineering achievements of proven applied significance in the pulp, paper, board, and forestry industries.
Section 2. The Board of Directors may annually, by a vote of two-thirds of the members present at a regular or special meeting, based upon the recommendation of the Nominating Committee award the Herman L. Joachim Distinguished Service Award to an individual who has performed outstanding service to the Association, including its councils, committees, divisions, sections, chapters, and programs.
Section 3. The Board of Directors may, by a vote of two-thirds of the members present at a regular or special meeting, based upon the recommendation of the Nominating Committee, confer the title of Fellow upon any ten-year member of the Association who has contributed meritoriously to the Association or to the industry or to its technology.
Section 4. Individuals who serve as officers, directors or employees of the Association shall not be eligible during the period of their service in such positions for the awards described in Sections 1 and 2.
ARTICLE XVI - Indemnification
In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Association against expenses, including attorney’s fees (and in the case of actions other than those by or in the right of the Association, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him/her in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee or trustee, of the Association, or is or was serving at the request of the Association as a director, officer, employee or trustee of another association, corporation domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Association shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
ARTICLE XVII - Amendments
Section 1. The President shall submit to the Board of Directors any proposal to amend the Bylaws which shall be petitioned in writing by at least one percent of the Association’s voting members or by at least five members of the Board of Directors.
Section 2. Notice of each proposed amendment of the Bylaws shall be provided to the Association’s membership at least 30 days in advance of Board action on the amendment. Notice shall occur by publication in The official TAPPI member publication and on the Association’s web site.
Section 3. The proposed amendment shall be effective upon the approval by two-thirds of the members of the Board of Directors.