Document wDx83yp4J3Gn6VBV9rzJGBjZ3

hi:.'- sz-Li^s or j-mTO- 'nHrerr.fc mECIEQIE... As adopted au scatini held Soveeber 16, 1944* end by writ^fea. assent of all cambers. cr o y s r r ? u t-x o it - * astices r - ?TA^r - . - ' Tfrg nans of ti,lls argsutsatictr shall * he .* the Asbestos *- Textile " Institute. The principal office of the Institute, shall be situated at ' ffashington^ .1. C. AZ21GUI ZT" -- F3HrCS55 . . . . Tie Institute is fores-I as a voluntary", non-profit, unincorporated .. organization.'to render service to the different aaatifacturers- and. - - the trade -in. ccxuisotiaiL. with asbestos..textile Ta..teri a 15 as. ^ mauufactia-ad-tv. its jjto+bars.*. . . The purposes of the Institute shall hat 1. So pronetc. ethical business standards in the Industry and fair _ trade practices- in. dealings cettrssn. manufacturers and the. trade g^d . _ in representations to the public. 2. 2a Icrfully premats the following activities: . (a) The davclopnont of standards through research., practical tests, .add other available moans, tha application, of ^Iiich by individual rmxaufscturarc, nil.,1. Insure a proper nsasure of quality is each of the Industry *s products. (h) The development through research and other of new - uses and markets far the industry! s products, resulting" in an increased, consunpuion and a grading up of the Indue tryr s products Ttiraugh the sale of hatter quality asbestos textile materials. ~ *. 3. To lav.lully pr-;dci:r and foster-suer. Industry policies ana programs as rale. (a) To cultivate the gocc 'rill.of engineers, distributors, . nanuf=sturerc, ana the consuming public, end to improve 'their accept?*.^ e of the Industry*s products** * Cb} Id develop a more crsctivW sailing, by the Industry* s salesmen, and to instill, among such salesmen an attitude of courageous aggressiveness in. combating attacks upon the Industry, its Members, and its products* . * '* * Cc) To promote Industry welfare through., cooperative research, improved manufacturing, selling and aistribution methods. (d) To cooperate in maintaining open, free, unrestrained ' and equitable competition in a manner consistent with , the laws -of the United States. 4. To,act as a clej-rihg.- Leusc. in. the collection sr.d dissetaination of la'.Tful information. and statistic? Lx respect to production, orders, shipments, stocks 0.1 band, co.^ts, credits, freight rates, employment, and such ether letters as cay be of value to the different manufacturer!: and the trace. No Member shall be required to furnish or receive any -such Information.. AKEICL2 III - aSgERSHIP 1. Ail iroivicuais, partnerships, and corporations located in the United States manufacturing textiles'out. of raw asbestos fibre are eligible to membership in this Institute. v 2. - Membership in the Institute may be terminated by the Eoard of Governors upon the failure of a Member to pay any installment of fees, cues and/or assessments within thirty days after the time designated for such payment by the board of Governors. j 3. Any Member cay r-s-iign from the Institute at any time upon payment of his dues -and/or assessments .for the current quarter and for the toree ensuing- quarterly periods, such payment to be on the basis of cues and/or assessments in effect at the time of resigna tion. - 4 In the event cf any Member 1 emir,ating his membership in the Institute or of such membershit being terminated by a unanimous . vote of the remaining-Members of the Institute, such Member shall have no equity in the fund or assets of the institute. 1oCoG This page to replace Page 3 In original Constitution. It includes changes in item Art. IV, as approved 12/1/46. ARTICLE: IV - MEETINGS OF THE INSTITUTE 1_ The- time and place of holding meetings of the Institute shall he determined hr the Board of Governors of the Institute, who shall have authority to call such meetings as may he desirable to conduct the institute business. A. meeting of the Institute shall also be called by the President upon request of a majority of the Members. Reasonable notice of all meetings shall be given.to the Members. The President shall call a meeting -of the Institute as near as poss ible to? the twenty-first day of the last month in each, quarter of the calendar year* 2* The Institute shall hold an annual meeting in Dec emberr 1946 for the purpose of electing members to the Board of Governors for the fiscal year 1947 and the transaction of such other business as may properly come before such meeting and thereafter the annual meeting of the Institute for the aforesaid purposes shall be the third quarterly meeting in each year.* the date of such meeting to be fixed by the Board of Governors* 3. In ail proceedings of the Institute and at all meetings thereof* each Member shall be entitled to only one vote* Subsidiaries. or divisions of parent Members shall not be entitled to vote* At all meetings of the Institute there shall be present not less than & majority of all Members, represented in person by their duly authorized representatives who are entitled to vote in order to constitute a quorum for the transaction of business* Except for approving a budget submitted or authorizing the expenditures of moneys for special purposes which must be approved by all Members of the Institute, action binding on the Institute may be taken by a majority vote of those attending a meeting at which a quorum Is present. A majority of all Members present at any meeting of the Institute, although less than a quorum, may adjourn such meeting without further notice- until a quorum shall be in attendance* ARTICLE V - DISSOLUTION1* The Institute may be dissolved by the vote or written consent of two-thirds of the Members of the Institute, after two weeks1 written notice to all Members of the Institute of the proposed dissolution* _ --- 2* In the,event of the dissolution of the Institute, each Member thereof at the time of such dissolution shall be entitled to a refund from the net assets of the Institute pro-rated according to such Member* s total contributions to the Institute during the pre ceding three years. ARTICLE VI - AMENDMENTS IGGii? This Constitution may be amended only (1) by a two-thirds vote of the Members of the Institute, and after written notice stating, the substance of the proposed change shall have been served on each Member .at least two* weeks before the meeting of the Institute at which the vote shall he takenr or (2) by the written assent of all Members in which such two weeks' notice is waived. tm- page to replace Page U of the By-Laws as amended and approved U/L7/li7. It includes changes is paragraph 3 of section number 2 or the By-Laws* as approved U/L7/U8. -U Br-EiTS: X*< Institute Meetingst At all meetings of the Institute* Uembers shall berepresented for voting purposes by the chief exectutive officer of such Member? or- Is his absence*- by * duly authorized representative thereof who has been designated as as alternate representative* and whose name has been filed under such designation with the President. Is the absence of the chief executive officer or the duly designated alternate* a. Masher soy be represented by any duly .authorized representative thereof appointed* in writing*, to vote- at- the designated meeting by the chief executiveofficer* or in default of such appointment* by the alternate representative. Ho representative of any Institute Mesher shall, be allowed to vote at meetings unless such representative- has authority to commit such Member in accordance with his rote. Hd Member shall vote at any meeting of the: Institute except through a duly authorized officer or representative- of such Member company designated for the purpose*, as provided in tills paragraph. 2. Board of Governors? The general affairs of the Institute shall be managed directed by a Board of Governors consisting of five Members who shall be elected from the Members of the Institute by a majority vote thereof with due consideration, being given to having in office a Board of Governors duly representative of the entire Industry. The Members of the Board of Governors shall be elected to- serve one year and until their- successors are elected. In the event of any vacancy occurlng on the Eoard. of Governors * such vacancy shall, be filled by a. new Member of the Board, of Governors to be elected at the next regular- meeting of the. Institute and to. serve the. unexpired, term created by such vacancy* The Board of Governors shall elect annually-a President* a Vice President and a Treasurer from the members of the Institute and a Secretary and Assis tant Treasurer who need not be members of the Institute. Vacancies occurring in any one of said offices shall be filled by said Board of Governors. The Board shall not elect the same individual to serve as President for more than two successive annual tents-, but an individual shall not be disqualified from serving again as President after an interval of one year from the termination of the period for which, ha was previously elected. The Board of Governors shall have power to make appropriations from the Institute funds for the carry ing on of the work of the Institute subject to the provision that it shall authorize no expenditures the aggregate of which exceeds the approved budget of the Institute. .... ... 1 OK) 3. President: The duties of the President shall be to direct the activities of the Institute in intervals between the meetings of the Board of Governors and to preside at all meetings of the Institute and of the Board of Governors. & shall have authority to appoint such committees as may be required, to conduct the business of the Institute and shall be a member ex-officio of such committees and of the Board of Governors. This page to replace Page $ of the By-Laws aa amended and approved k/17/hJ It includes changes in paragraph 3 of section number 5 of the By-Laws, as approved UA-7/U8. -fr-- The President shall have the power to make leases for the Institute offices, to enploy or authorize the employment of such personnel (except as otherwise provided for in these By-Laws) as may be needed to carry on the work of the Institute, and purchase or authorize the purchasing of supplies and equipment, provided the expenses- for such purchaser shall not exceed the appropriations fixed hy the Magfcera* U* Vice-President* The Vice-President shall perform the duties of the Freei-- dent in his absence or during his illness or disability* 5* The Treasurer of the Institute r The Treasurer shall, receive and receipt for all moneys collected by the Institute or its officers and shall disburse the same upon the presentation of proper vouchers issued and countersigned by the Institute Manager* He shall keep a correct record of an account for all moneys crming into his hands and of all disbursements, and shall make reports thereof to the Institute and to tbs Board of Governors when and as often as may be required* He shall deposit the funds of the Institute in a national or state or trust company, subject to the approval of the Board of Governors* The Treasurer shall execute a surety bond conditioned for the faithful discharge of his duties, and in such penalty and with such surety as shall be approved by tbs Board of Governors* The cost of such bond shall be paid out of the treasury of the* Institute* The Treasurer shall prepare a budget covering the estimated annual expense of operating the Institute, which whan be approved by the Board of Governors and be subject to the ratification or modification, by unanimous action of the Members of the Institute* The budget thus established may be modified at any subsequent meeting of the Institute hy unanimous vote of its Members* AH of the duties as outlined in this clause may be. delegated by the Treasurer to the Assistant Treasurer* 6. Initiation Fees, Dues and Assessments: Each Member of the Institute shall pay an initiation fee of $500 at the time it Joins the Institute* Additional funds required for expenditures authorized by the members and by the Board of Governors of the Institute shall be collected by assessments from each member upon the following basest general assessments,' fellowship assessments and Air Hygiene assessments shall be mode in accordance with, each member's propor tion of production to the total production for tiie calendar year of all members of the Institute of such products as may from time to time be prescribed by the members for that purpose, with a minimum general assessment of $500 for each member for each calendar year,, the balance of the total general assessmentover any minimum payments being prorated among the members whose computed general assessments are greater than $500; assessments for publicity shall be made in accordance with each member's proportion of textile sales in pounds to the total textile sales in pounds for the calendar year of all members of the Institute. The said total production for a calendar year and the said total sales shall be determined by an outside independent accountant appointed by the Board of Governors for such purpose. Each member shall furnish to said accountant the data, necessary to establish such percentages. iboJ9 *nrL* page to replace Page 6 of the. original By-Laws* It Includes new paragraphs mustered 7 and 8, as approved h/U/hB* T Secretary! The Secretary shall keep the minutes of the meeting* of the Board of Governors and of the members- of the Institute and shall, perform, all the regular duties of a Secretary and such, other duties' ae may be designated ffcom time to time by the Board of Governors*. The. Secretary shall receive such compensation as may be- determined by. the Board, of Governors from time to time, 8- Assistant Treasurers The Assistant Treasurer shall perform the duties of Treasurer la the absence or disability of the. Treasurer and shall perform such duties as may be delegated to him by the Treasurer or the Board' of Governors* The Assistant Measurer shall execute a surety bond conditioned for the faith ful discharge of his duties and in. such penalty and with such surety as shall be approved by the Board of Governors*. The cost of such bond shall be paid out of the treasury of the Institute* 9. The Fiscal Tear? The fiscal year of the Institute shall end on December 31st* 10* Amendment of By-Laws: The By-Laws may be amended by a tso-thirds vote of the Members of the Institute at any meeting thereof, and without prior notice* i i oV u0