ARTICLE I
GENERAL

Section 1
The name of the incorporated Association shall be Chemical Sources Association, Inc.

Section 2
The principal office of the Association shall be as the Board of Directors may determine or as the business of the Corporation may require.

Section 3
The purpose or purposes for which the Association is organized are: To locate and encourage the development and supply, in research and development quantities, of flavoring, aromatic, and related raw materials for use in foods, and other products; To provide information to its members or others with which they might obtain research and development samples of said flavoring, aromatic and related raw materials.

Section 4
In connection with its activities and operations, the Associated is prohibited from allowing or participating in any discussions or dissemination of any information concerning the businesses of its members relating to their manufacturing costs, prices, and sales.

ARTICLE II
MEMBERSHIP

Section 1
Members of this Association shall consist of such individuals, firms and corporations that are manufacturers of flavoring ingredients, flavors, extracts, aroma or related raw materials, or  who are engaged in the business of originating, developing or selling flavoring ingredients, flavors, extracts, aromas or related raw materials as may apply for membership to the Board of Directors and as may subscribe to the Articles of Incorporation and By-laws. Any member who no longer qualifies for membership, as defined above, may be removed from membership by a majority vote of the Board of Directors.

Section 2
Any individual, firm or corporation eligible for membership may make application to the Board of Directors for membership in the Association, which shall be accompanied with a check for payment of dues and initiation fee in the amount provided for in Article VII of these By-Laws. Upon submitting said application, with payment of the applicable dues and fees, and approval by the Board of Directors, such applicant shall become a member and shall be entitled to all the benefits of the Association. If applicant is rejected, all funds will be returned to the applicant.

Section 3
Every member may designate in writing a voting representative or proxy, who should preferable be and officer, if a corporation; a partner, of a partnership; and the member himself, if an individual, and who shall have full authority to represent, vote and act for such member in all matters coming before the Association.

Section 4
Membership in this Association shall terminate when a member no longer conforms to the membership requirements for eligibility or any other obligations or duties of membership or otherwise, or by voluntary withdrawal. Default in the payment of dues for a period of sixty days shall result in automatic suspension of membership, during which period said member shall forfeit all rights and privileges of membership. The right of a member to vote and all other rights, privileges and interests of a member in the Association and its property, shall cease on the termination of membership. Termination of membership shall not relieve such member from the obligation of paying dues and assessments to the date of termination. Any individual, firm, or corporation, whose membership was terminated for any reason for less than one fiscal year, may be reinstated by payment of delinquent dues and assessments for that year. If more than one year has elapsed, the organization must reapply as if it had never before been a member, and must pay the initiation fee.

ARTICLE III
OFFICERS

Section 1
The President shall preside at all meetings of the Association and the Board of Directors, and shall have general and active management of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 2
The Vice President/Secretary shall assist the President and in the absence of the President or in the event of inability or refusal to act, the Vice President/Secretary shall have the same powers and duties as the President. The Vice President/Secretary shall take charge of all official correspondence and keep all papers and records of the Association which are not kept by the Vice President/Treasurer or other officers or by the General Counsel. He shall keep the records of the Association, the Board of Directors, and the committees of the Association.

Section 3
The Vice President/Treasurer shall collect and (unless otherwise ordered by the Board of Directors) be responsible for the funds of the Association, and deposit these funds in such banks or depositories, or invest them, as may be approved by the Board of Directors, and for the making of such disbursements and the Board of Directors, at its regular meetings, and to the Association at its annual meeting, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Association. He shall notify the Board of Directors of members over sixty days in arrears in dues or other assessments. He shall keep, in a confidential manner, complete membership records of all members, data regarding annual dues and other membership assessments.

Section 4
The General Counsel, who may be not be an officer, shall render legal services in behalf of the association. He shall maintain liaison with regulatory agencies and related trade associations, and he shall send to members all informative bulletins and legislative reports reflecting the interest of the members of the Association. He may attend the meetings of the Association, the meeting of the Board of Directors and such other meetings as are necessary and desirable to carry out the functions of his office, and he shall perform such other duties as may be required to enhance the interest of the members.

Section 5
The President, Vice President/Secretary, and Vice President/Treasurer shall be elected from the membership at each annual meeting, each to serve until the next annual meeting or until his successor is elected and qualified. Any vacancy occurring in any office of the Association shall be filled by the board of Directors, pursuant to Article IV, Section 2.

ARTICLE IV
BOARD OF DIRECTORS

Section 1
The number of Directors of the Association shall not be less than three and may be increased or decreased from time to time by amendment to the By-laws. The Board of Directors shall consist of the three officers by virtue of their office and four other directors. One of those four Directors shall be the past year’s President. If, for some reason the past President cannot serve, this vacancy will be filled by election. Directors shall be elected at the annual meetings of the Association and each Director shall hold office until his successor is elected and qualified. No company will have more than one representative on the Board of Directors.

Section 2
Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining Director. Within thirty (30) days of the date of the vacancy or opening occurs, the Nominating Committee shall nominate and the Board of Directors shall vote to fill the position. The officer(s) or Director(s) so chosen shall hold office until the next annual election and until his successor is duly elected and shall qualify, unless sooner displaced.

Section 3
The executive, financial and general administrative functions of the Association shall be vested in the Board of Directors which shall have full authority to act for the Association between meetings.

Section 4
The Board of Directors may hold meetings, both regular and special.  Regular meetings may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings may be called from time or time by the President with at least five days’ notice to each Director, either personally, by telephone, by mail or by telegram; special meetings may be called by the President or Vice President/Secretary in like manner and on like notice of the written request of two Directors.

Section 5
The Board of Directors shall be empowered to appoint a General Counsel, and likewise, when necessary, consultants for handling affairs of the association, whose fees and compensation shall be determined and approved by the Board of Directors.

Section 6
The President shall appoint a Nominating Committee, consisting up to three, none of whom are members of the Board of Directors, one of whom shall be chairman, to nominate candidates for the officers and the Board of Directors.  The Chairperson of the Nominating Committee shall be the previous year’s President.    The Nominating Committee shall be appointed following each annual meeting, or as soon thereafter as may be convenient. The committee shall nominate candidates to fill vacancies as they occur and a full slate of candidates to serve for the following year and shall report their nominations at the regular meeting prior to the annual meeting. Additional nominations may also be made at his annual meeting by those present at that meeting.

Section 7
An officer’s or a director’s term shall automatically terminate if, and when, said individual ceases to be employed by a member of the Association, his connection with a member of the Association is otherwise severed, or the member with which he is associated ceases to be a member of the Association. Notwithstanding the foregoing, if, within thirty (30) days after any such automatic termination, said individual becomes employed by or associated with a member of the Association, his position as officer or Director shall be reinstated and he shall hold such office as if it had never been terminated.

ARTICLE V
MEMBERSHIP MEETINGS

Section 1
The regular or annual meeting of the Association shall be held annually, at least sixty (60) days prior to the end of their fiscal year at the call of the Board of Directors on at least thirty (30) days’, but no more than fifty (50) days’, written notice.

Section 2
Special meetings of the members, for any purposes, unless otherwise prescribed by statute or the Article of Incorporation, may be called by the President and shall be called by the President or Vice President/Secretary at the request, in writing, of one-third of the members of the Association. Such writing shall state the purpose of the proposed meetings.

Section 3
Written notice of a special meeting stating the place, date,  and time of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each member entitled to vote at such meeting. Business transacted at any special meeting of member shall be limited to the purposes stated in the notice.

Section 4
A majority of the Board of Directors, majority of a committee and majority of the voting membership including those voting by proxy constitutes a quorum. Unless otherwise provided by statute, in the Articles of Incorporation of these By-laws, votes of two-thirds of the members present and those voting by proxy are required to approve any matter submitted for vote.

Section 5
Voting members on all matters, including the election of officers and directors, may be conducted by mail.

ARTICLE VI
COMMITTEES

Section 1
At each  Annual meeting or as soon thereafter as may be convenient, the President shall appoint a Technical Committee, whose membership shall consist of at least one, but not more than three, representatives from each member of the Association. The chairman shall be the President or such other person as he may appoint. All expenditures of the Technical Committee shall be approved by a majority of the Board of Directors before the Vice President/Treasurer is authorized to pay same.

Section 2.   The President shall have the power to appoint such other and special committees as he from time to time may deem necessary if desirable.

ARTICLE VII
FISCAL YEAR

Section 1
The fiscal year of the Association shall begin on the first day of September of each year.

ARTICLE VIII
DUES AND FINANCES

Section 1
The annual dues, initiation fee, and other assessments for members shall be in the amount and payable at such times under such conditions as shall be determined by the Board of Directors.

Section 2
Each year the Board of directors shall present a budget to the Association for adoption at the first meeting of the fiscal year. The Board of Directors shall not be permitted to obligate the Association in excess of its total budget without the approval of the Association, except that the Board of Directors, by vote, may take appropriations from surplus to defray emergency expenses.

ARTICLE IX
PROCEDURE

Section 1
Procedure shall be governed by such rules as the Board of Directors may from time to time adopt.  In the absence of the Directors adopting any such rules, the chair shall rule on matters of procedure.

ARTICLE X
AMENDMENTS

Section 1
These By-laws may be altered, amended or repealed or new By-law may be adopted at any meeting of the Board of Directors upon affirmative vote of three-fourths of the Directors present at any regular meeting of the Board of Directors if notice of such alteration, amendment, repeal, or addition of new By-laws be contained in the notice of such special meeting.

ARTICLE XI
DISSOLUTION

Section 1
The Association may be dissolved on fifteen to thirty days’ notice by two-thirds vote of the members or by mail. Such dissolution shall be effective ninety days after such note is taken, provided all outstanding obligations of the Association have been paid.

RESOLUTIONS

Throughout the course of the history of the organization, there have been a number of policies and rules implemented, which are not covered by the by-laws. To date, we have not kept a formal compiled listing of these. Henceforth, all of the rules, policies, and interpretations, set forth by the board shall be included in these attached lists of resolution, and shall be maintained by the By-laws Chairperson. The archival record will be kept at the principal office of the association as determined by the Board of Directions.

1. Whereas CSA and its program chairperson will, from time to time, invite supplier companies to speak at the technical meeting and whereas CSA makes no warranties, expressed or implied as to the legal interpretation of the “naturalness” of ingredients thereby presented, it is the responsibility of the supplier company showing any chemical or ingredient that they deem “natural”, to accompany those samples with appropriate letters of natural certification. Upon continuous infractions, the committee can ban that company from showing ingredients at future meetings.
2. It is the responsibility of any supplier company, who makes a presentation at the technical meeting, to make sure that sufficient and representative samples be made available or sent to the Library Committee Chairperson. Upon continuous infractions, the committee can ban that company from showing materials at future meetings.
3. If a non-officer committee chairperson becomes unemployed previous to the end of the fiscal year, he or she will be allowed to continue their activities until the end of the fiscal year, or until such time as he or she again become employed by member company.
4. The official color of the Chemical Sources Association, Inc., as will be used as the cover colors of the membership directory and other colored official documents, will be orange and white.
5. Membership in the Association will be confined to flavor manufacturers and raw materials suppliers. Those companies that engage in consulting and nothing more are not eligible for membership. However, it is at the discretion of CSA to allow emeritus status to individuals who must be voted on as a case by case basis.
6. The official logo for CSA will be block sans serif letters declining at a 25-degree angle.
7. *(Items 7-12 were policies and attachments added to the application for the IRS for non-profit organization status.)

The specific purposes for which Chemical Sources Association, Inc. was formed are as contained in the Articles of Incorporation:

a. To locate and encourage the development and supply, in research and development quantities, of planning and related raw materials for additives to foods, and

b. To provide the opportunities and information for its members and others to obtain research and development samples of said planning and related raw materials. The corporation seeks sources of supply for rare raw materials in quantities sufficient to provide research and developmental samples, which may be utilized in the food industry. Information thus obtained is shared with the membership and others to encourage research and promote availability of additional planning and related raw materials.

8. *Chemical Sources Association, Inc. engages in no fund raising activity outside of membership solicitation. Funds are provided to the corporation by members solely in the form of an initiation fee and annual dues. The corporation engages and is only allowed to engage in those activities in fulfillment of its purposes.
9. *Chemical Sources Association, Inc. engages only in those activities necessary to implement its purposes as under Item 11E of this form. The corporation accomplishes its purposes through one meeting of Members and two meetings of Directors, annually. Additionally, there are four or five Technical Committee meetings yearly for the purpose of reviewing potential flavor substances and examining possible sources of research and development samples. Representatives of companies that manufacture flavoring ingredients are occasionally invited to these meetings and provide input as to the nature and type of substances which they manufacture. Information obtained at these meetings solely with regard to research and development samples is provided to the membership. Chemical Sources Association, Inc. currently plans to continue these various meetings as a means to achieve its purposes.
10. *To date, Chemical Sources Association, Inc. has not engaged in any activities nor sponsored any activities which have been discontinued. The corporation has conducted its activities through various meetings and proposes to continue these meetings.
11. *The primary purpose for which Chemical Sources Association, Inc. expends its funds and for which it will expend its funds is for the preparation and conduct of the meetings described in Item 11G. From time to time funds may be expended only as a necessary to accomplish the purposes listed it Item 11E and it the Corporation’s Articles of Incorporation and By-laws.
12. *Attachment to Form 1024, Item 11J, Item 11K, and Item 11L: J. Chemical Sources Association, Inc. is neither a lesser nor a lessee nor owns any interest under any lease. There are no agreements with any other parties for the development of property.

K. Distribution of assets upon dissolution is governed by Article Seven of the Articles of Incorporation.

L. Article Four of the Articles of Incorporation provides, “The Corporation shall have members.” Article Five of the Articles of Incorporation provides that qualifications of members are to be provided in the By-laws. Article Two of the By-laws with amendments adopted December 8, 1972 set out the requirements for qualification.

13.  Only representative of member companies can attend the technical meeting/presentation. Also, only one set of samples for each paid membership will be allowed to be given out. Emeritus members will be able to attend the technical meetings but member companies will get first choice for samples distributed.

14.  Companies who cannot attend the meetings can make arrangements to have samples sent to them via mail or via another appropriate carrier when feasible. Liability, insurance costs etc. will have to be considered on a case by case basis in order to determine feasibility.

15.  An active member may elect to have duplicate sets of written material and samples sent to them. The cost of this service will be the regular dues only.

16.  For the purposes of continuity of check signing, the checks issued by CSA will have two authorized signatures, as authorized by the main checking account on a either/or basis. These two signatures shall be the current treasurer and the previous treasurer, who, in most cases will be the present vice president/secretary.