BY-LAWS

OF THE

FORT WAYNE RUBBER & PLASTICS GROUP, INC.

ARTICLE I - NAME

1.   This organization will be known as "The Fort Wayne Rubber and Plastics Group, Inc."

2.   The organization is a subdivision of the Rubber Division of the American Chemical Society.

ARTICLE II - PURPOSE

1.   The purpose of this organization shall be to provide a means of exchange of technical information, for the expression of experience and opinion, and for discussion of news of the industry between people interested in the rubber, plastics and associated industries.

2.   The aim of this organization shall be to accomplish this purpose by promoting educational, social, and recreational meetings of the members in a friendly and interesting manner.

3.   This shall be a not-for-profit organization.

ARTICLE III - MEMBERSHIP

1.   Any person actively engaged in the rubber and plastics industry may become a member of this organization upon approval of the Executive Committee and upon payment of the prescribed dues.

2.   Persons of national prominence or outstanding service to the organization may be granted Honorary Membership without payment of dues upon unanimous decision of the Executive Committee. .

3.   Any current member who has held a membership of the Fort Wayne Rubber and Plastics Group for a period of not less than five (5) years, and who has been retired from the Rubber and Plastic industry shall be eligible for life membership upon application to the Secretary and approval by the Executive Committee. Should his retirement status change, it may be reviewed by the Executive Committee.

ARTICLE IV - FINANCES

1.   The dues shall be established by the Executive Committee each fiscal year, payable at the beginning of the fiscal year. Said fiscal year to begin on July 1 and end on the following June 30.

2.   In order to qualify for membership standing at the Annual Outing, dues must be paid on or before January 1 of the current fiscal year, except, new member's dues must be paid on or before the fourth regular meeting of the organization. New members are those who have not previously belonged to this organization or have been transferred back into this area.

ARTICLE V - OFFICERS AND DUTIES

1.   The officers of the organization shall consist of President, Vice-President, Treasurer and Secretary. The officers, with the exception of the President, shall be elected during the annual Board of Directors meeting for one year and assume their duties at the same meeting. Each office shall be alternately held by a supplier and by a representative of Industry. The Vice-President shall become the next President.

2.   The President shall preside at the regular meeting of the organization and shall call and preside at meetings of the Executive Committee. The President shall appoint the chairpersons of all standing committees as described in these by-laws and any other committees that are deemed necessary to carry on business of the group.

3.   The Vice-President shall assist the President in the absence of that officer. In the event the office of the President shall be vacated, the Vice-President shall fill the remaining term. This shall not interfere with the fun term which the Vice-President shall serve as Co-Chairperson of the Program Committee.

4.   The Treasurer shall have charge of the finances of the organization and shall maintain an accurate account of finances to be available to the President and Executive Committee upon call and submit an annual written statement at the completion of the fiscal year, subject to audit by the Auditing Committee.

5.   The Secretary shall maintain minutes of business transactions of the organization, the Board of Directors, and the Executive Committee. The Secretary shall maintain a complete and accurate list of all members entitled by the Articles of Incorporation to vote.

6.   The Directors of the organization shall be elected during the annual Corporation meeting of the membership for a two year term and assume their duties during that meeting. Two Directors shall be elected each year from the representatives of the manufacturers and two Directors shall be elected each year from the supplier of the industry.

7.   Past Presidents, as members of the Board of Directors, shall be entitled to vote on all topics requiring a quorum.

8.   The Executive Committee shall consist of the elected officers, immediate Past President, Chairperson of all standing committees, representatives to the Rubber Division, ACS, Resident Agent, and eight elected Directors. The Executive Committee shall be authorized to conduct all business of the organization and shall establish rules, regulations, and procedures deemed necessary and not covered by the By-laws. The Resident Agent shall be appointed by the Executive Committee and be a resident of Indiana. The term of his appointment shall be until he resigns or moves out of the state.

9.   In the event of a vacancy occurring in the office of Vice-President, Treasurer, Secretary, or Director, the office shall be filled by a majority vote of the Executive Committee.

10.  In the event any officer or director moves out of the area and the Executive Committee determines by vote that the Officer or Director cannot fulfill their position effectively, they shall be removed. The Executive Committee by a majority vote shall replace the Officer or Director just removed, immediately.

ARTICLE VI - COMMITTEES

1.   The standing Committees shall consist of the Education, Membership, Annual Outing, Menu, Program, Publicity, and Ticket Committees. Except for the Program Committee, the Chairperson of each of these Committees shall be appointed by the President of the organization. In turn, the Chairperson of each of the Committees is responsible for the selection of the members of that Committee.

2.   The Program Committee shall provide speakers and entertainment for all meetings of the Membership with the exception of the Annual Outing. A Program Chairperson shall be appointed by the Executive Committee for a period of three (3) years to work with the Vice Presidents as the Co-Chairperson.

3.   The Membership Committee shall accept dues, issue membership cards and maintain a list of all active members approved by the Executive Committee. This Committee shall remit all dues to the Treasurer, through the Committee Chairperson. This Committee shall furnish the Secretary and the Publicity Committee with lists of active members twice each year. The first list January 15th and the second list by May 1st. This Committee shall also furnish to the Publicity Committee 30 days before the mailings in December and April all new members who have joined since previous mailings and address changes of other members. In addition, a list of active members shall be furnished the Past President in January, and three copies of the final active list shall be furnished the Annual Outing by the first of May.

4.   The Publicity Committee shall inform the membership of all meetings and other activities of the organization. They shall also be responsible for other mailings as are necessary for the proper function of the organization. All mailings of this Committee shall be made at least 21 and no more than 28 days prior to the date of action thereon. This committee shall assist the Secretary in maintaining an up-to-date mailing list and voting list in cooperation with the Membership Committee. The mailing lists shall be made up as follows:

            (1) September - the membership as of June.

            (2) December - September list plus new members and address changes.

            (3) February - Active members as of January 15th.

            (4) April- January 15th list plus new members and address changes.

            (5) Summer Outing - Active members as of May 1st. The list of new members and address changes of members are to be furnished
      by the Membership Committee. This committee shall also be responsible for all matters pertaining to publicity of this organization.

5.   The Ticket Committee shall be responsible for ticket sales, collections, and reservations at regular group meetings. This Committee shall maintain an active liaison with the Menu Chairperson in regard to the reservations at any specific meeting.

6.   An Auditing Committee shall be appointed annually or at any other time as may be deemed necessary by the President and the Executive Committee.

7.   The Menu Committee shall be responsible for the dinner and the meeting place for all meetings of the organization and the Annual Outing.

8.   The Education Committee shall be responsible for educational and scholarship programs as directed by the Executive Committee.

9.   The Nominating Committee shall be composed of at least three members and the Chairperson of this Committee shall be the immediate Past President of the organization. The Chairperson is responsible for selection of the members. This Committee shall prepare a ballot containing one name or more for Vice-President, one name or more for Treasurer, one name or more for Secretary, two names or more for Directors from the supplier representatives and two names or more for Directors from the manufacturers’ representatives. This slate of nominations shall be announced at the third regular meeting of the organization. At this third meeting, nominations from the floor will be received.

10.  An Election Committee shall be appointed by the President and shall consist of at least three members. No member of the Nominating Committee shall be a member of this Committee. This Committee shall in conjunction with the Secretary and the Publicity Committee, mail ballots to each member in good standing. After voting, the membership shall return the ballots to the Election Committee. This Committee shall count all legal ballots. The nominee for Vice-President, for Treasurer, and for Secretary receiving the greatest number of ballots shall be recommended for election to the Board of Directors. From the two lists of nominees for manufacturer and supplier representatives, two nominees for Directors receiving the greatest number of votes from each list shall be elected to office. In case of tie vote by ballots for any director or officer, the Executive Committee shall hold an election to break the tie vote for the Director or Officer in question at their meeting. If the tie vote results at this meeting, enough ballots shall be taken until a winner is declared. Final results shall be announced at the annual Corporation Meeting.

11.  At the Annual Board of Directors meeting, the Annual Outing Chairperson shall be recommended by the President and elected by the Board of Directors. He shall select his own committee and this committee shall be completely responsible for the Annual Outing.

12.  The President may designate Chairpersons of such other committees as are deemed necessary to carry on the activities of the organization.

13.  The Executive Committee shall nominate two members of the Fort Wayne Rubber & Plastics Group for election to the office of Director of the Rubber Division of the American Chemical Society when requested by this sponsoring body to do so. Such nominees must be members of the American Chemical Society and its Rubber Division as Director from the Fort Wayne Rubber & Plastics Group and the other to serve as alternate.

ARTICLE VII - MEETINGS

1.   There shall be four regular meetings of this Organization each year, with the first meeting being in September. The second meeting shall be in December, the third in February, and the fourth in April. The fourth meeting shall be the Annual Corporation Meeting.

2.   In addition, there shall be an Annual Outing in June of each year.

3.   There shall be four regular meetings of the Executive Committee. The dates of these meetings shall coincide with the regular meetings of this Organization.

4.   The Board of Directors shall hold an annual meeting for the purpose of conducting an election of officers and for handling any other business that may be presented for consideration. The Executive Committee shall hold an annual meeting in conjunction with the Board of Directors meeting. At this time, each Committee Chairperson shall give their annual report. These annual meetings shall be held between June 30th and September 1st.

5.   The minutes of the annual meeting of the Board of Directors and the Executive Committee shall be taken by the designated (newly elected) Secretary as recommended by the members at the annual Corporation meeting which is the fourth meeting of the Organization.

ARTICLE VIII - QUORUM

1.   A quorum of this Organization shall consist of 15% of the active members at any meeting called for the purpose of conducting business.

2.   A quorum of the Executive Committee shall be 50% of its membership at any meeting called for the purpose of conducting business.

3.   A quorum of the Board of Directors shall be a majority of the Board of Directors.

ARTICLE IX - RULES

1.   The procedure at all meetings of the membership of this Corporation, its Board of Directors, or its Executive Committee shall be in conformity with the Parliamentary Rules as indicated in Robert's Rule of Order.

ARTICLE X - DISSOLUTION

1.   In the event of the dissolution of this Corporation, all of its assets not required for the payment of debts and taxes shall be transferred to the Rubber Division of the American Chemical Society, Inc. if, in the judgment of the appropriate court in Indiana, this will best accomplish the general purpose for which the corporation was organized.

 ARTICLE XI - AMENDMENTS

1. These By-Laws may be amended by the Board of Directors or by the membership of this organization at any meeting called for the purpose of conducting business, provided;

    (1) a two-thirds majority of the members present must vote in favor of the amendment,

    (2) a quorum must be present,

    (3) such amendment shall have been proposed at the previous meeting and submitted in writing at least 7 days prior to the meeting at which a vote is taken.

2. These By-Laws and amendments are effective as of February 9, 1995.

The original By-Laws were adopted in 1952.