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By-Laws

National Oilseed Processors Association By-Laws of the Association

ADOPTED FEBRUARY 20, 1989
Amended June 23, 1990, June 22, 1991, June 8, 1993, June 6, 1994
Amended February 18, 1995 (Effective February 18, 1995)
Amended June 3, 1998, June 24, 2000
Amended February 12, 2008; February 9, 2009; July 21, 2009
Amended September 25, 2013
Amended February 14, 2017
Amended September 17, 2019

ARTICLE I
Title and Object
Title

Section 1. This organization shall be known as the National Oilseed Processors Association (“Association”).

Object

Section 2-a. To cultivate a thriving operating environment for the U.S. Oilseed Industry through advocacy and strategic collaborations.

Section 2-b. To operate in conformity with principles of industry, efficiency, fair dealing and legal compliance that are so essential to the workings of a healthy free market economy

Section 2-c. To promote the industry and to foster and encourage the dissemination of such information as may be lawfully exchanged to enhance industry productivity, efficiency and legal compliance so that the consuming public may ultimately benefit from the resulting economies and quality improvements.

Section 2-d. To cooperate with, assist, and represent the industry before federal, state and local governments and governmental agencies in matters relating to legislation, public policy, and regulation so that the public interest will be best served.

Section 3. The Association shall not directly or indirectly restrain free and lawful competition.

ARTICLE II

Membership

Section 1. Companies regularly engaged within the continental limits of the United States in the actual processing of Oilseeds for Meal and Oil using a solvent extraction process may become a regular member of this Association upon the approval of the Board of Directors.

Application for Membership

Section 4. Applications for Membership shall be referred to the President who shall submit them at once to the Board of Directors of this Association. If the vote of the Board of Directors is favorable, the President shall notify the applicant, and the applicant shall be enrolled into Membership of this Association.

Termination of Membership

Section 5-a. Membership of a member of this Association shall be terminated by resignation, by failure of a member to pay dues, fees, or assessments owing to the Association, or by the failure of the member to continue to meet the qualifications for membership contained in this Constitution and By-Laws.

Section 5-b. In addition to the provisions of Section 5-a, the Executive Committee may, by affirmative vote of three-quarters of its members present and voting, terminate the membership of any member who shall violate any provision of this Constitution and By-Laws or who shall do an act injurious to the Association. No action may be taken pursuant to the provisions of this Section 5-b unless at least ten (10) days’ prior written notice shall have been given to such member advising the individual of the nature of such charges, and that he/she shall have the right to appear before and be heard at such meetings in his/her own defense.

Initiation Fee and Dues

Section 6. The initiation fee for each individual, firm, corporation, association, or group Member shall be fixed by the voting members of the Board of Directors. The initiation fee must be made payable to this Association and be sent with the application for Membership.

Section 7. The Executive Committee shall make recommendations to the Board of Directors as to annual dues. The annual dues for each individual, firm, corporation, association or group Member shall be determined by the Board of Directors from year to year and shall be paid in the manner prescribed. [In addition, the initiation fee shall be reviewed and established from time to time by the voting members of
the Board of Directors.] [Comment: the voting members of the Board have established a minimum baselevel of dues policy to be paid by all Regular Members in October 2009.]

Section 8. A Member individual, firm, corporation, association or group paying its initiation fee and annual dues shall be entitled to have several Members participate in the work of this Association, yet shall be entitled to only one vote, per Section 2-b of Article VII. Members, who in the opinion of the Board of Directors, maintain a common affiliation shall be so designated and such group shall have only one vote.

Section 9. Special dues and assessments for specific purposes may be provided for at an annual meeting or a general meeting called for that purpose when recommended by the Executive Committee.

Section 10. Any regular Member failing to pay the annual dues as provided in this Article II or any special assessment shall not be entitled to vote at any meetings of this Association, and such failure to pay shall be considered equivalent to resignation.

ARTICLE III

Board of Directors

Section 1. The management of the affairs of this Association, including the determination of the voting rights of affiliated members, shall be vested in a Board of Directors. The Board of Directors shall consist of two representatives as designated by each Regular member of the Association. The total number of directors of the Association shall not be less than three (3). Each director shall serve as a director until the earlier of (i) his or her resignation, incapacity, removal or death or (ii) the Regular Member of which he or she is a representative ceases to be a Regular Member of this Association or is suspended.

Section 2. Each Regular member shall designate a director from that member firm who shall be the voting director.

Duties of the Board of Directors

Section 3. The Board of Directors shall act as the governing body in all matters of administration and policy for the Association. It shall direct the Executive Committee, which may act as provided in Section 3 of Article VI of these By-Laws in the interim between Board meetings.

ARTICLE IV

Officers

Section 1. The officers of this Association shall be composed of the Chair, the Immediate Past Chair, the Chair-elect, and the Treasurer. The Chair shall preside at all meetings of the membership, Board of Directors, and the Executive Committee. In the absence of the Chair, the Chair-elect shall preside. The Chair shall serve as Chair of the Executive Committee, and in his absence, the Chair-elect shall serve as Chair of the Executive Committee. In case of death or resignation of an officer, the Board of Directors shall fill such office for the remainder of the unexpired term.

Section 2. The Officers of this Association shall be selected for a two-year term by the Board of Directors, at the Annual Meeting of the Association.

Section 3. Officers must be a director of the Association to serve in office and must also be the voting representative of a firm, corporation, association or group holding regular Membership in this Association may hold office.

Section 4. No officer may hold office for two consecutive two-year terms.

Section 5. The Board of Directors may appoint such other officers, including a President, and may fix their compensation and prescribe their duties, including the assignment of all or part of the duties of the officers of the Association pursuant to this Article IV.

Duties of Officers

Section 6. Duties of the Chair: It shall be the duty of the Chair to call all meetings of this Association except the Annual Meeting which is provided for in Section 1 of Article VII of these By-Laws. He/she shall appoint such committees and fill vacancies upon such committees as are provided under the ByLaws of the Association. He/she shall be an ex officio member of all committees. He/she shall perform such other duties as the Board of Directors may determine.

Section 7. Duties of the Chair-elect: The Chair-elect shall perform all duties of the Chair in his or her absence, and such other duties as shall be conferred upon him or her by the Constitution and By-Laws of this Association, or as may be assigned to him/her by the Board of Directors or the Executive Committee.

Section 8. Duties of the Treasurer: It shall be the duty of the Treasurer to collect all moneys due the Association and pay out such moneys in settlement of just debts of the Association under direction and authority of the Chair when and as provided. He/she shall, at the request of the Board of Directors, provide suitable bond to insure faithful performance of his or her duties, expense of such bond to be borne by the Association. He/she shall keep a true and accurate record of all receipts and disbursements and perform such other duties incident to the office as may arise and shall, at the request of the Executive Committee, submit the books of the Association for an annual financial audit, the expense of such audit to be borne by the Association. The Treasurer shall be responsible directly to the Board of Directors.

ARTICLE V

Fiscal Year

Section 1. The fiscal year shall run from October 1 to September 30.

ARTICLE VII

Committees

Section 1. Committees. The Board of Directors may create one or more committees and appoint directors or such other persons as the board designates, to serve on the committee or committees. Each committee shall have two or more directors, and all committee members shall serve at the pleasure of the board. However, committees appointed by the board or otherwise authorized by the bylaws relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may be composed of directors and non-directors.

Section 2. Limitations on Committees. No committee shall have any power or authority as to the following:

(a) Adopt a plan for the distribution of the assets of the corporation, or for dissolution;
(b) Approve or recommend to members any act that requires to be approved by members, except that committees appointed by the board or otherwise authorized by these By-Laws relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may make recommendations to the members relating to electing directors;
(c) Fill vacancies on the Board or on any of Board Committees;
(d) Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;
(e) Adopt, amend, or repeal the articles of incorporation of the Association or these By-Laws;
(f) Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Association;
(g) Amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

Executive Committee

Section 3-a. The Executive Committee shall be composed of the four officers of the Association, as set forth in Section 1 of Article IV of these By-Laws and may exercise such authority of the board of directors, as authorized by the Board.

Section 3-b. Only one representative of a firm, corporation, association or group holding Membership in this Association may serve on the Executive Committee at the same time.

Duties of the Executive Committee [New definition is the Officers]

Section 3-c. The Executive Committee shall act as the executive body for the Association under the direction and authority of the Board of Directors. If directed by the Board, the Executive Committee may approve the expenditure of moneys available for current operating expenses and confer on regular or special committees’ authority to expend such funds as may have been set aside or collected for their
specific use. The Executive Committee may direct the President in all Association matters, acting in behalf of the Board of Directors, except as such authority is restricted under Illinois law and set forth in this Article VI of these By-Laws.

Advisory Committees

Section 4. Advisory Committees to the Board:

(a) Nominating Committee: Whenever elections are required under these bylaws the Chair shall appoint, at least thirty days before the Annual Meeting, a Nominating Committee of four (4) from the membership. This Nominating Committee shall represent as far as possible the varied and different interests of this Association, with consideration given to geographical locations of the Membership.
(b) Finance and Audit Committee: The Finance and Audit Committee members are appointed by the NOPA Chair to assist the Board in fulfilling its financial oversight and fiduciary responsibilities. The Committee shall be composed of the Treasurer and three (3) members of the Board of Directors to serve staggered three-year terms.
(c) Compensation Committee; Each year, at least 30 days prior to the Annual Meeting, the Chair shall appoint a Compensation Committee from the directors of the Board. The Compensation Committee shall make recommendations to the Board on the proper compensation level for the President and the size of the overall compensation pool to be provided to the President for distribution to the other employees based upon their performance for the preceding year.
(d) Special Committees: The Chair, [with approval of the voting members of the Board] may also appoint such special committees as he/she deems necessary, as such occasion shall arise.

Standing Committees

Section 5-a. Standing Committees: The following committees shall be known as “Standing Committees”
and chaired by a member of the board, who shall be appointed by the Chair at least thirty days following
the Annual meeting:

(a) Advocacy Committee
(b) Collaboration Committee
(c) Organizational Effectiveness Committee

Section 5-b. Chairs of Committees: The Chairs of all NOPA Committees shall be named by the NOPA
Chair. The Chairs of the Committees may not serve for more than a four-year term.

Standing Subcommittees

Section 6. Standing Subcommittees: The following standing subcommittees which shall be known as “Standing Subcommittees of the Board” and chaired by a member of the board, or other suitable representative from a member company, shall be appointed by the NOPA Chair at least 30 days following the Annual Meeting:

(a) Regulatory Subcommittee
(b) Government and Public Relations Subcommittee
(c) Soybean Meal Trading Rules Subcommittee
(d) Soybean Oil Trading Rules Subcommittee
(e) Other Standing Subcommittees as deemed appropriate by the voting members of the Board of Directors.

Section 7-a. Advisory Groups: The NOPA Chair, with input from the Board of Directors, and Chairs of the Standing Subcommittees shall form Advisory Groups to assist the Standing Subcommittees to carry out their duties:

(a) Environmental Advisory Group to the Regulatory Subcommittee
(b) Health & Safety Advisory Group to the Regulatory Subcommittee
(c) Food/Feed Safety & Quality Advisory Group to the Regulatory Subcommittee
(d) Other Advisory Groups as deemed appropriate and necessary by the Chair in consultation with the Board of Directors.

Section 7-b: Advisory Group Leads:

(a) Where an Advisory Group is formed under a particular Standing subcommittee, the Lead of such advisory group will be appointed by the Chair of that subcommittee, after consultation with the members of that particular Advisory Group.
(b) NOPA Advisory Group Lead shall be named biannually by the Standing Subcommittee Chair at least 30 days after the annual meeting. Leads shall serve a two (2) year term and may not serve on the same group for more than four (4) years consecutively.
(c) The effective term of all Advisory Group Leads shall end at the conclusion of NOPA’s annual meeting.
(d) If elected or appointed, a member company of NOPA may have more than one representative serve as a chair or lead; however, no member company of NOPA can have a committee chair and a standing subcommittee chair, serve under the same committee, and no member company of NOPA can have a standing subcommittee chair and advisory group lead serving under the same standing subcommittee.

ARTICLE VIII

Meetings

Section 1. The Annual Meetings of the Association and the Board of Directors shall be held at a date selected by the Chair, approved by the Board of Directors, or otherwise as directed. Meetings of a committee shall be called by its chair.

Section 2-a. The Chair, or the Executive Committee, shall call all meetings of the Association (except the annual meeting as provided for in Section 1 of this Article) as and when they are deemed advisable, to transact matters requiring prompt action, fixing the exact time and place of all meetings and making all arrangements for same.

Section 2-b. Representation at Meetings: Any individual, firm, corporation, association or group holding regular Membership in this Association may be represented at Annual Meetings of this Association by one or more representatives, but only one representative shall be entitled to vote on each question posed to the members.

Section 3-a. The Chair or, in his or her absence, the Chair-elect, may call a meeting of the Board of Directors as often as necessary. The Chairman or, in his or her absence, the Chair-elect, may call a meeting of the Board of Directors as often as necessary to take care of matters in the interim between the meetings of the Board of Directors. Notice of all stated or special meetings of the Association, the Board of Directors, and committees, shall be e-mailed to each participating member at least one week prior to the date of such meeting.

Section 3-b. Any Director who is unable for any reason to attend any meeting of the Board of Directors may designate a representative to attend such meeting by so advising the Central Office in writing and in advance of any such meeting; provided however, such representative shall not count towards quorum and shall not vote on any actions presented at the meeting to the Board of Directors.

Section 3-c. When necessary, the Board of Directors may take action by e-mail on resolutions presented by the Chair or, in his or her absence, by the Chair-elect or President, provided that there is a unanimous consent to the resolutions presented by all of the voting Directors.

Section 3-d. Solely for the purpose of polling and not to carry out an action by the Board of Directors, Directors may vote by mail or email on questions presented by the Chair or, in his absence, by the Chairelect, or President, and a majority of the votes received within the time set forth for reply which shall not be less than one (1) business day from receipt of the question unless waived by unanimous vote of the
Board of Directors, shall be decisive, providing a majority of the Board of Directors have voted; provided however, that such result shall not be deemed to be an action of the Board of Directors. E-mail voting shall be understood to mean the circulation by the NOPA staff of the question being set forth for a vote by any electronic means.

Section 4. Quorum: A majority of the Board of Directors shall constitute a quorum at all Directors’ Meetings of the Association. A majority of representatives of members of the Association shall constitute a quorum for all meetings of the members. A majority of the members of each committee shall constitute a quorum for all meetings of committees.

Rules

Section 5. The proceedings of all meetings of this Association and its Board of Directors shall be subject
to parliamentary rules as indicated in Robert’s Rules of Order.

ARTICLE IX

Amendments

Section 1. These By-Laws may be amended at any Annual Meeting of the Association, or at any special
meeting called for this purpose by a two-thirds vote of voting members present, provided, however, that
such amendments be submitted in writing to each member of the Association at least one week prior to
the meeting at which action is to be taken.

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