Amended and Restated Bylaws of the Flexible Packaging Association
Adopted by Membership Vote As Of February 24, 2012
Article I: Offices
The principal office of the Flexible Packaging Association (the “Association”) shall be maintained in Linthicum, MD, or at such other place as determined by the Board of Directors.
Article II: Not for Profit
The Association is not for profit.
Article III: Purpose
The purpose of the Association is to be the leading trade association for the flexible packaging industry by communicating with federal and state governments and other publics on subjects of concern to the industry; by promoting the use of flexible packaging; by conducting technical, manufacturing and statistical programs; by developing recommended standards and by carrying out such other lawful trade association activities as the Board of Directors may determine.
Article IV: Membership
Section 1. Classes of Membership. The Association shall have membership categories set forth below subject to Board of Directors approval. Membership categories may include Converter, Associate, Converter/Associate, and International Converter and Trade Press Members (collectively, the “Members” or “Membership”). The Board of Directors may designate and define additional classes of membership.
- Converter Member. Converter Membership shall be open to any firm, corporation, or division thereof, engaged in the manufacture and sale within the U.S. of converted forms of paper, film, flexible plastics or foils, or combinations thereof, for sale to the users or distributors of such materials for packaging purposes.
- Associate Member. Associate Membership shall be open to any firm or corporation, or division thereof, engaged in the manufacture within or outside the U.S. and having sales in the U.S. of materials, equipment, or supplies related to the flexible packaging industry.
- Converter/Associate Member. Converter/Associate Membership shall be open to any firm, corporation, or division thereof, that is eligible for both converter and associate categories.
- International Converter Member. International Converter Membership shall be open to any firm, corporation, or division thereof, having sales in the U.S. and engaged in manufacture exclusively outside the U.S. of converted forms of paper, film, flexible plastics or foils, or combinations thereof.
- Trade Press Member. Trade Press Membership shall be open to any person, firm, corporation, or division thereof, engaged in the publication of recognized trade magazines related to the flexible packaging industry.
Section 2. Member Representative. Each Member shall designate an individual and alternate authorized to act in the name of the Member. Such Member representative may serve on duly appointed committees and participate in such activities of the Association concerned with the mutual interests of converters and suppliers, as determined by the Board of Directors.
Section 3. Application for Membership. Application for membership shall be in writing and subject to approval by the Board of Directors or an authorized committee of the Board.
Section 4. Resignation and Removal. A Member may resign effective at any time during the fiscal year provided that the Member shall have satisfied all financial obligations for payment of dues through the end of the current fiscal year and shall have submitted its intentions to so resign in writing, stating that payment of all financial obligations has been satisfied. Members may be removed from membership by the affirmative vote of two-thirds of the Board of Directors presnt and voting, either in person or by proxy.
Section 5. Voting Rights. Converter, Associate, Converter/Associate shall have full voting rights (hereinafter, the “Voting Members”). International Converter Members shall have no voting rights.
Section 6. Election of Directors by Mail Ballot. The members shall elect directors through a mail ballot. In conducting a mail ballot, the President shall send ballots to all Voting Members. Twenty-five percent of the mail ballots must be returned for the vote to be valid. The election of directors shall be determined in accordance with the majority of the votes returned.
Section 7. Action Without Meeting. Whenever in the opinion of the Chairperson a question arises that requires a vote of the Membership and the calling of a meeting does not appear to be necessary, the Membership may adopt a resolution through a written consent. Such consent must be adopted and signed by (i) all of the Voting Members or (ii) a majority of the Voting Members, provided that if the consent is less than unanimous, the action adopted in the consent will become effective only if at least five days prior to the effective date of the consent, a written notice of the proposed action is delivered to all Voting Members, and after the effective date of such consent, written notice of the action adopted is sent to those members who did not consent.
Section 8. Telephone Meetings. Members may participate in a meeting of the Membership by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 9. Membership Dues. Dues for all Members shall be determined by the Board of Directors and assessed on an annual basis. Dues shall be due and payable in advance each year on January 1, but may be paid quarterly or monthly if the Board of Directors so provides.
Section 10. Annual Meeting. There shall be an Annual Meeting of the Association Membership each year at such time and place as the Board of Directors may determine.
Section 11. Special Meetings. Other meetings of the Association Membership may be called by the Board of Directors or the President.
Section 12. Notice; Waiver of Notice. Written notice of meetings shall be given by the President at least fifteen (15) but no more than sixty (60) days in advance of the meeting. In the case of a removal of a Director, a merger, consolidation, dissolution or sale, lease or exchange of assets, such notice shall be given by the President at least twenty (20) but no more than sixty (60) days in advance of the meeting. For a Special Meeting, the notice shall state the purpose or purposes for which such meeting is called. Notice need not be given to any Member who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting, unless such Member objects to the holding of the meeting because proper notice was not given.
Section 13. Quorum and Vote at Meetings. A quorum for meetings of the Association shall be twenty-five percent (25%) of the Membership. Each Voting Member present, in person or by proxy, in good standing shall be entitled to one vote. A majority of the votes cast at a meeting of the Members at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly come before the meeting.
Section 14. Proxy. A member entitled to vote may vote by proxy executed in writing by the member or that member’s duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 15. Open Meetings. All meetings are open to all Members in good standing, provided that attendance at meetings of the Board of Directors, and any committees thereof, may be limited to such members.
Section 16. Procedures. The order of business at Association meetings shall be determined by the Board of Directors in accordance with Robert’s Rules of Order provided that such rules are not incompatible with any applicable laws, the Articles of Incorporation or these Bylaws.
Article V: Task Forces, Association Committees and Other Ad Hoc Groups
Section 1. Task Forces; Association Committees and Other Ad Hoc Groups. The Board of Directors shall have the authority to create Task Forces, Association Committees and other ad hoc groups (collectively, the “Groups”), which shall have one or more Directors as members and may disband such Groups, from time to time, as deemed advisable. Any Group formed under this Section 1 may not act on behalf of the Association or bind it to any action, but may make recommendations to the Board of Directors or the officers.
Section 2. Meetings. Meetings of Groups of the Association shall be held pursuant to the Association’s Operating Procedures Manual. In the absence of such procedures, (i) a majority of a Group’s members shall constitute a quorum, and (ii) Group decisions shall be adopted by a simple majority vote.
Article VI: Board of Directors
Section 1. Powers. The business and affairs of the Association shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not prohibited by statute or by its Articles of Incorporation or these Bylaws.
Section 2. Number. The Board of Directors shall consist of:
- The Chairperson;
- The Executive Vice Chairperson;
- The President, who may also serve as Secretary, and who shall be a non-voting member of the Board
- The Treasurer (Converter, Converter/Associate or Associate);
- The Secretary (if such position is held by someone other than the President);
- The two most recent Past Chairpersons;
- Such additional Directors as may be necessary to provide a Board of twenty-seven (27) to thirty (30) voting members, up to forty percent (40%) of whom may be from the Associate Membership.
Section 3. Election of Directors. Directors shall be elected according to the following procedures:
- Chairperson. The Executive Vice Chairperson of the previous year shall succeed the Chairperson at the expiration of the Chairperson’s term of office, and shall hold the office of Chairperson for a term of one year.
- Other Elected Directors. The Nominating Committee shall present the list of director nominees to the Board of Directors ninety (90) days prior to the Annual Meeting of the Membership (the “Annual Meeting”). The nominations shall be placed before the Voting Members by mail ballot as provided under Article IV, Section 6 at least sixty (60) days prior to the Annual Meeting.
Section 4. Term. Directors shall be elected for a term of one year and shall assume their directorship on the Board at the Annual Meeting. No Director may serve more than ten (10) consecutive years on the Board in any capacity.
Section 5. Vacancies. Vacancies on the Board of Directors shall be filled by appointment of the Chairperson.
Section 6. Regular Meetings. There shall be at least two meetings of the Board of Directors each year.
Section 7. Special Meetings. Other meetings of the Board of Directors may be called when deemed necessary by the Chairperson or three members of the Board.
Section 8. Notice; Waiver of Notice. Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, facsimile, mail, electronic mail, or telegram addressed to the Director at his or her address as it appears on the records of the Association and, unless otherwise provided in these Bylaws, at least ten days before the date designated for such meeting, or (b) a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Notice shall be deemed given at the time when the same is personally delivered, faxed, deposited in the United States mail, with postage thereon prepaid, sent via electronic transmission, or delivered to a telegraph company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Presence at any meeting without objection also shall constitute waiver of any required notice.
Section 9. Quorum and Vote at Meetings. A majority of the members of the Board of Directors, or a committee of the Board of Directors, shall constitute a quorum. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws. If, at any time, two or more Directors are employed by the same Member, such Directors collectively shall have only one vote on matters before the Board. No Director may act by proxy on any matter.
Section 10. Telephone Meetings. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 11. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors or any committee of the Board of Directors may be taken without a meeting if all Directors or all members of the committee consent in writing to the adoption of a resolution authorizing such action. Such resolution and consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or the committee.
Section 12. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Directors may be removed by the affirmative vote of two-thirds of the Members present and voting, either in person or by proxy. Notice of such meeting shall state that a purpose of the meeting is to remove one or more named Directors.
Article VII: Committees of Directors
Section 1. Executive Committee. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Directors, except to the extent, if any, that such authority shall be limited by resolution of the entire Board of Directors; provided, however, that neither the Executive Committee nor any other committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Association. The Executive Committee shall consist of:
- The Chairperson;
- The Executive Vice Chairperson;
- The Treasurer;
- The Immediate Past Chairperson;
- Five other members of the Board of Directors (the “Members At-Large”) to be nominated by the Nominating Committee; and
- The President who shall be a non-voting member of the Executive Committee.
Section 2. Nominating Committee. At least one hundred twenty (120) days prior to the Annual Meeting, the Chairperson shall appoint a Nominating Committee. The Committee shall consist of the Executive Vice Chairperson of the Association, who shall act as Chairperson; three Converter or Converter/Associate Members, and two Associate Members who may be, but need not be, members of the Board of Directors.
The Nominating Committee shall select director nominees from the Converter or Converter/Associate Membership for the office of Executive Vice Chairperson and additional Converter or Converter/Associate Member Board Representatives. The Nominating Committee shall select director nominees from the Converter, Converter/Associate or Associate Membership for the office of Treasurer and Executive Committee Members at Large. In addition, the Nominating Committee shall select nominees from the Associate Membership for the positions of Associate Member Board Representatives.
Section 3. Other Committees. The Board of Directors may, by a resolution adopted by the majority of Directors at a meeting at which a quorum is present, appoint from among its members one or more other Committees, for such purposes and with such powers as the Board of Directors may provide, except that no such committee or committees shall have or exercise the authority of the Board of Directors, of the Executive Committee, or the Nominating Committee, with respect to the management of the Association.
Section 4. Procedures. The Committees shall meet at the call of the respective Committee Chairperson. All Committees established by the Board of Directors shall follow the procedures outlined in the Association’s Operating Procedures Manual. In the absence of such procedures, (i) a majority of a committee’s voting members shall constitute a quorum, (ii) committee decisions shall be adopted by a simple majority vote, and (iii) committees shall prepare and keep regular minutes and report any actions taken to the President or the Board of Directors at the next meeting thereof.
Articles VIII: Chairperson’s Advisory Council
The Association shall have a Chairperson’s Advisory Council whose members shall advise the Chairperson on matters affecting the Association. The members of the Chairperson’s Advisory Council shall be appointed by the Chairperson and shall range in number as may be determined from time to time by the Board of Directors.
Articles IX: Officers; Duties of Officers
Section 1. Positions. The officers of the Association shall be a Chairperson of the Board of Directors, an Executive Vice Chairperson, President/COO, Treasurer and Secretary who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 2. Chairperson of the Board of Directors. The duties of Chairperson shall consist of presiding at all Membership, Board of Directors, and Executive Committee meetings. The Chairperson shall execute the will of the Association, Board of Directors, and Executive Committee and shall have such other powers and duties as his title by general usage carries with it. The Chairperson shall conduct an annual performance review of the President.
Section 3. Executive Vice Chairperson of the Board of Directors. The Executive Vice Chairperson shall aid the Chairperson in the exercise of his duties and shall be kept advised of the Chairperson’s actions. In the event the Chairperson is unable to carry out his duties or is absent, the Executive Vice Chairperson shall perform such duties during such inability or absence.
Section 4. Treasurer. The Treasurer shall have such duties as are ordinarily performed by such officer. The Treasurer shall submit an official report at the Annual Meeting for the preceding fiscal year period as may be requested by the Board of Directors. Once each year the books of the Association shall be audited by a Certified Public Accountant.
Section 5. President/Chief Operating Officer. The Board of Directors shall appoint a President, who may also serve as Secretary. The Board of Directors shall determine suitable compensation. The President shall determine the staff and office requirements of the Association. As Chief Operating Officer, the President reports to the Chairperson of the Board and is responsible for the effective operation of the Association and management of its resources. The President recommends and participates in the formulation of new policy; effects action within existing policies; develops, implements, and is accountable for the Association annual operating plan; and organizes and directs the Association staff, programs, and activities to ensure that objectives are met and member needs are fulfilled. The President shall have the authority to make decisions regarding the termination or replacement of staff officers, but must discuss such decisions with the Chairperson, or the General Counsel if the Chairperson is unavailable, in advance of taking such action. The President shall have such other duties as the Board of Directors may designate and shall serve at the pleasure of the Board.
Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be.
Section 7. Compensation. Any officer of the Association may receive reasonable compensation for services rendered as an officer, when authorized by the Board of Directors, in its sole discretion.
Article X: General Counsel
Section 1. General Counsel. The Board of Directors shall select a General Counsel, which may be a firm of attorneys or an individual attorney, and provide for compensation thereof.
Section 2. Duties. It shall be the duty of the General Counsel to review the activities of the Association from time to time and to make reports to the Board of Directors and the President relative to the legal status of such activities. The General Counsel shall receive advance notice of all meetings of the Association, Board of Directors, Executive Committee, or other meetings, and may attend any such meeting. Recommendations of the General Counsel concerning modification of the programs or activities of the Association shall be received by the Board of Directors for appropriate action of record.
Articles XI: General Provisions
Section 1. Execution of Instruments. All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 2. Seal. The Association may have a seal of such design as the Board of Directors may adopt. If so adopted, the custody of the seal shall be with the Secretary and who shall have authority to affix the seal to all instruments where its use is required.
Section 3. Fiscal Year. The fiscal year of the Association shall begin on January 1 and end on December 31 of each year.
Section 4. Antitrust Compliance. It is the policy of the Association to comply fully with all applicable laws, including the antitrust laws, and accordingly, all activities of the Association shall be conducted in accordance with its Antitrust Compliance Guidelines, as they may from time to time be adopted or modified by the Board of Directors.
Section 5. Member Representations. No Member of the Association is authorized to speak or take action on behalf of the Association without the prior specific authorization of the Board of Directors. In addition, no Member is authorized to use the name or logo of the Association in conducting its non-Association business in any manner that suggests or reasonably may be interpreted to imply the approval by the Association, rather than or in addition to mere membership in the Association.
Articles XII: Amendments
These Bylaws may be amended at any annual or special meeting of the Association by a majority vote of the Members, provided such amendments are filed with the President 30 days prior to the meeting and have been approved by the Board of Directors. Amendments may also be approved by written consent of the Membership in accordance with Article IV, Section 7.
Articles XIII: Indemnification
Unless expressly prohibited by law, the Association shall indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or intestate, is or was a director, officer, employee or agent of the Association or serves or served any other corporation, partnership, joint venture, trust or other enterprise at the request of the Association, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association and upon a determination by the Board of Directors that the person has acted in such manner. This right to indemnification does not apply if, in the action, the person is adjudged liable for negligence or misconduct in the performance of his duty. The Association shall report any indemnification to the Members with or before the notice of the next Annual Meeting. The right of indemnification established in this article does not exclude any other right to which such person may be entitled.
Articles XIV: Dissolution
In the event of dissolution of this Association, all remaining funds after payment of all legal debts shall be distributed in a manner to be determined by the Board of Directors.