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Legal

By Laws

NATIONAL ASSOCIATION SUPPLY CO-OPERATIVE, INC.

(NASCO-OP)

 

ORGANIZATION

ARTICLE I Name and Location

ARTICLE II Purpose

ARTICLE III Membership

ARTICLE IV Meetings

ARTICLE V Governance

ARTICLE VI Duties of Directors and Officers

ARTICLE VII Finance

ARTICLE VIII Seal

ARTICLE IX Miscellaneous

ARTICLE X Indemnification

ARTICLE XI Amendments

ARTICLE XII Dissolution

 

ARTICLE I

Name and Location

 

1.1 This corporation shall be known as NATIONAL ASSOCIATION SUPPLY CO-OPERATIVE, INC. (“NASCO-OP”) and is incorporated as a non-profit corporation under the laws of the state of Ohio. The principal place of business shall be located in New Philadelphia, Tuscarawas County, Ohio

ARTICLE II

Purpose

 

2.1 NASCO-OP coordinates the collective purchasing power of the recycling industry to provide members superior value on products and services. Formed as a not-for-profit purchasing cooperative, NASCO-OP provides its members with purchasing assistance on items in common use by those engaged in the recycling and secondary materials industry, including, but without being limited to, machinery, equipment, materials, supplies and services. NASCO-OP may engage in any other activity that is authorized or provided by the laws of the state of Ohio.

 

ARTICLE III

Membership

 

3.1 Any person, firm, association or corporation actually and in good faith engaged in the business of handling, storing, buying, selling, processing, demolishing, or dealing in or with secondary or recyclable materials of all kinds may apply for membership in NASCO-OP by completing a membership application in a form as specified by the Board of Directors from time to time.

 

3.2 Applicants must acknowledge the articles of incorporation, Bylaws, and all rules and regulations of NASCO-OP with an authorized signature on an application which shall contain an agreement that such applicant ratifies and shall abide by the articles of incorporation, Bylaws, and rules and regulations of NASCO-OP and agrees to be bound by the such documents as presently constituted or as duly amended hereafter.

 

3.3 Once accepted, the member (the “Member”) must contribute the non-refundable one-time membership fee in such amount as the Board of Directors may from time to time determine.

 

3.4 A membership roll shall be maintained in the offices of NASCO-OP in lieu of issuing certificates of membership unless otherwise determined by the Board of Directors.

3.5 Any Member who has ceased to be actually, and in good faith, engaged in the business as stated in Section 3.1, shall have such Member’s membership in NASCO-OP terminated automatically effective as of the date on which such cessation of business occurs. Members are not permitted to sell or transfer memberships; however, in the event that a Member firm is sold, membership is transferable to the new owner only upon the filing of an application as provided in Section 3.1 and acceptance by NASCO-OP as set forth in this Article III. In this instance the membership fee may be waived.

 

3.6 Any Member may withdraw from NASCO-OP at any time by giving NASCO-OP notice thereof in writing thirty days prior to the effective date of withdrawal, provided that such withdrawal shall not affect any right or lien which NASCO-OP has against the resigning Member or his or its property, until his or its indebtedness to NASCO-OP is fully paid.

 

3.7 Upon the withdrawal, termination or expulsion of a membership, a former Member’s rights and interest in and to the assets and property of NASCO-OP shall cease and terminate. Additionally, membership fees and assessments contributed by the former Member will remain the property of NASCO-OP.

 

3.8 The Board of Directors may at any time prefer charges against any Member if it is determined that the Member has violated any provision of these Bylaws or that the Member has been guilty of conduct detrimental to NASCO-OP. After delivery to such Member of a copy of the charges and an opportunity to be heard, either personally or by counsel, the Board of Directors may, upon finding that such charges have been sustained, expel such Member by the affirmative vote of not less than three-fourths of the Board of Directors, and thereupon his or its membership shall cease.

 

3.9 From time to time, the Board of Directors may approve members of certain trade associations (the “Trade Associations”) to participate in NASCO-OP (the “Associates”). Each such Associate must complete an Associate application in form as determined by the Board of Directors from time to time. Directors may qualify Associates to receive pricing and patronage refunds as the Members, but in no case shall have voting or other rights, and may not be elected to office, in NASCO-OP. An Associate’s affiliation in NASCO-OP is automatically terminated if (i) such Associate’s membership in the trade association is terminated, (ii) if the relationship between the trade association and NASCO-OP is terminated, or (iii) or upon a three-fourths vote of the Board of Directors.

 

3.10 Each Associate must acknowledge the articles of incorporation, Bylaws, and all rules and regulations of NASCO-OP with an authorized signature on an application which shall contain an agreement that such Associate ratifies and shall abide by the articles of incorporation, Bylaws, and rules and regulations of NASCO-OP and agrees to be bound by the such documents as presently constituted or as duly amended hereafter.

 

ARTICLE IV

Meetings

 

4.1 Members shall meet on an annual basis at a time and location designated by the Board of Directors. Except as is specified otherwise in these Bylaws, any business may be transacted at an annual meeting of NASCO-OP whether or not the purpose or purposes of such meeting shall have been stated in the notice thereof. The Board of Directors may establish meeting dates, places and notice requirements, and adopt rules of procedure consistent with these Bylaws, for meetings of the Members.

 

4.2 The chairman can call a special meeting of the Members at any time at a location of his choosing. The chairman will call such a special meeting whenever thirty-five (35) Members shall so request in writing. The notice of a special meeting will state the purpose of such meeting, and no business other than so stated shall be transacted thereat.

 

4.3 Any Member having a grievance or complaint against NASCO-OP may appeal to the Members of NASCO-OP at any regular or special meeting, provided however, that the intention to make such appeal should have been stated in notice of such special meeting and that such Member has provided written notice of the grievance to the chairman at least ten days prior to provision of notice of such meeting is made to the Members.

 

4.4 Notice of the time, location and purpose of any meeting of the Members of NASCO-OP, whether annual or special, shall be given by the secretary in writing, and shall be addressed to each Member at the address as it appears in the records of NASCO-OP and either mailed, telefaxed, or electronically forwarded at least ten (10) days and not more than sixty (60) days before the date of such meeting. The Board of Directors may from time to time prescribe additional notice requirements and the method of giving the same.

 

4.5 Seven (7) Members present shall constitute a quorum at any annual or special meeting of NASCO-OP

 

4.6 Each Member shall be entitled to one vote, which shall be cast by an authorized representative of the member firm. Authorized representatives must be prepared to provide sufficient documentation to confirm qualification. It shall be at the discretion of the Board of Directors if a vote is to be conducted in person, via mail, telefax or other electronic method.

 

4.7 Notwithstanding anything to the contrary contained in these Bylaws, any action may be taken upon the affirmative written approval of at least a majority of the Members or other specified percentage required by these Bylaws.

 

4.8 Where multiple members representing firms with common ownership only one (1) vote will be allowed to be excercised.

 

ARTICLE V

Governance

 

5.1 The affairs of NASCO-OP shall be managed by the Board of Directors. The Board of Directors shall be elected as set forth in these Bylaws.

 

5.2 BOARD OF DIRECTORS

 

5.2.1 The Board of Directors shall consist of not less than 9 or greater than 15 members divided and balanced into 3 terms of office.

 

5.2.2 Upon the effectiveness of these Bylaws, at the first annual meeting of NASCO-OP, a quorum as prescribed by these Bylaws being present, the Members shall determine the number of Directors and then shall then elect one third of that number for a term of one year, one third for a term of two years and one third for a term of three years. Upon completion of the initial terms, successors who are elected shall serve for a term of three (3) years.

 

5.2.3 For the purposes hereof each Director must be a natural person that is employed by a NASCO-OP Member firm.

 

5.2.4 Directors shall be entitled to one vote on Board issues. It shall be at the discretion of the Board of Directors if a vote is to be conducted in person, via mail, telefax or other electronic method. If Voting is to be conducted in person, proxy voting by another employee of the Director’s firm is permitted. A proxy must be prepared to provide sufficient documentation to confirm his qualification.

5.2.5 Where multiple directors representing firms with common ownership only one (1) vote will be allowed to be exercised.

 

5.2.6 Directors shall hold office until their successors have been notified and shall discharge their duties upon entrance of the successor. Vacancies are to be filled for the unexpired term upon a majority vote of the other Directors.

 

5.2.7 The Members may remove a Director at any time for cause related to the duties of the position of Director. A special meeting of the Members shall be called for such a removal upon the submission of a petition requesting a Director’s removal signed by at least five (5) percent of the Members. The Director shall be removed upon a three-fourths vote of the Members voting at the special meeting called for such purpose, provided that at least ten (10) percent of all the Members shall vote upon the removal.

 

5.3 EXECUTIVE COMMITTEE

 

5.3.1 The executive committee shall consist of four (4) elected officers, the immediate past Chairman and the President.

 

5.3.2 ELECTED OFFICERS

 

5.3.2a The Directors shall elect from among themselves a chairman, 1st vice chairman, 2nd vice chairman, and a secretary/treasurer.

 

5.3.2b Elected officers shall serve a term of two (2) years, during which time they must maintain their Director post. In the event that an officer not retain his Director’s position, he may serve out the remainder of the two (2) year term but will be ineligible to be re-elected as an officer. A vacancy among the officers shall be filled for the unexpired term by the Directors in the manner provided for the original election of officers.

 

5.3.2c Each elected officer shall be entitled to one vote on executive committee issues.

 

5.3.2d Any elected officer or member of the executive committee may be removed for cause by a majority vote of the Board of Directors, provided that an officer whose removal is being voted upon shall not vote on the removal.

 

5.3.3 APPOINTED OFFICERS

 

5.3.3a The Directors shall employ the President who will serve on the executive committee as a non-voting member. The President need not be a Director or a Member of NASCO-OP and shall serve until relieved by the Directors. The Executive Committee shall fix the President’s compensation and terms of employment.

 

5.3.3b The Directors shall employ the Corporate Secretary who will also serve as the President’s representative should he/she become incapacitated or otherwise unable to perform the duties of office. Unless acting as the President, the Corporate Secretary shall not serve on the Executive Committee. The Executive Committee shall fix the Corporate Secretary’s compensation and terms of employment.

 

5.3.3c The Directors shall appoint the immediate past Chairman to serve on the executive committee as a voting member. The immediate past Chairman need not be a Director but must be employed by a Member firm and shall serve until relieved by the Directors.

 

5.4 The following standing committees are to be organized: Executive, Marketing, Membership, and Audit. The Board of Directors may also designate one or more other committees with such powers and responsibilities as delegated to such committee by written resolution of the Board of Directors, each committee to consist of one or more of the Directors of NASCO-OP.

 

5.5 For standing committees other than the executive committee, the chairman shall appoint individuals to serve. Committee chairmen are limited to officers of NASCO-OP as specified in Article V. There shall be no membership requirement placed upon other individuals serving on a standing committee.

 

ARTICLE VI

Duties of Directors and Officers

 

6.1 DUTIES OF BOARD OF DIRECTORS

 

6.1.1 The Board of Directors shall manage the business affairs of NASCO-OP and make all necessary rules and regulations, not inconsistent with laws or with these Bylaws. For the practical management of NASCO-OP, the Board of Directors may grant authority by written resolution to the executive committee for day-to-day guidance of officers, employees and agents of NASCO-OP.

 

6.1.2 Directors shall hold at least three meetings each year and the Directors shall meet in special session whenever called by the chairman. The location and/or method of meetings are at the discretion of the chairman. Acceptable methods of meeting shall include, but are not limited to, on-site, teleconferencing, and electronic meeting methods.

 

6.1.3 Notice of the purpose, time, place and means of any Director meeting, whether scheduled or special, shall be given by the secretary in writing, and shall be addressed as it appears in the records of NASCO-OP and either mailed, faxed, or electronically forwarded at least ten (10) days before the date of such meeting.

 

6.1.4 Five (5) Directors shall constitute a quorum at any Board of Directors meeting for the transaction of business, and the Directors shall act by a majority of quorum, except in the case of the expulsion of a Member of NASCO-OP, a three-fourths vote of the Directors shall be requisite.

 

6.1.5 The chairman shall call a special meeting of the Board of Directors upon the written request of a majority of the Board. No business other than that stated in the notice shall be transacted at any special meeting.

 

6.2 DUTIES OF EXECUTIVE COMMITTEE

 

6.2.1 The executive committee shall require and shall possess such administrative and other powers of the Board of Directors as shall be delegated to it by written resolution of the Directors. These resolutions shall not be inconsistent with the provisions of statute or with these Bylaws and may include compensation, contractual agreements and/or other obligations that may arise out of ordinary course of its activities.

 

6.2.2 The executive committee shall meet on a regular basis and whenever called to meet by the chairman. The location and method of meeting are at the discretion of the chairman. Acceptable methods of meeting shall include, but are not limited to, on-site, teleconferencing, and electronic meeting methods.

 

6.2.3 The Executive committee shall maintain a record of its proceedings and shall report all of its proceedings to the Board of Directors.

 

6.2.4 Each member of the executive committee shall be reimbursed for all reasonable travel expenses in connection with attendance at an executive committee meeting.

 

6.3 DUTIES OF THE CHAIRMAN

 

6.3.1 The chairman shall preside over annual, Director, executive committee and special meetings of NASCO-OP.

 

6.3.2 Ensure committees are properly chaired and provided adequate resources to accomplish their mission.

 

6.3.3 Form Ad Hoc committees when required.

 

6.3.4 Perform all acts and duties usually required of a presiding officer.

 

6.4 DUTIES OF 1ST VICE CHAIRMAN

 

6.4.1 Is first in succession to the chairman’s post. The 1st vice chairman shall perform the duties of the chairman in the case of absence, disability or refusal to serve.

 

6.4.2 Serve as the Membership committee chairman

 

6.5 DUTIES OF 2ND VICE CHAIRMAN

 

6.5.1 Is second in succession to the chairman’s post. The 2nd vice chairman shall perform the duties of the 1st vice chairman in the case of absence, disability or refusal to serve.

6.5.2 Serve as Marketing committee chairman

 

6.6 DUTIES OF SECRETARY/TREASURER

 

6.6.1 Is third in succession to the chairman’s post. The Secretary/Treasurer shall perform the duties of the 2nd Vice Chairman in the case of absence, disability or refusal to serve

 

6.6.2 Prepare and distribute minutes of annual, Director, executive committee and special meetings.

 

6.6.3 Serve all notices required by law and by these Bylaws.

 

6.6.4 Certify all financial reports.

 

6.7 DUTIES OF PRESIDENT

 

6.7.1 The President shall maintain NASCO-OP’s records.

 

6.7.2 Keep a full and accurate account of all the financial transactions in books belonging to NASCO-OP.

 

6.7.3 Receive and disburse all funds and be the custodian of all the securities of the corporation.

 

6.7.4 Deposit all monies of NASCO-OP in the name and to the credit of NASCO-OP in such depositories, as may be designated from time to time by the Board of Directors.

 

6.7.5 Sign all checks, notes, bonds and mortgages of NASCO-OP as President.

 

6.8 DUTIES OF IMMEDIATE PAST CHAIRMAN

 

6.8.1 Serve as an advisor and representative for all previous NASCO-OP chairmen.

 

6.8.2 Serve as chairman of the audit committee.

 

ARTICLE VII

Finance

 

7.1 The fiscal year of NASCO-OP shall commence on the 1st day of December and end on the 30th day of November each year

 

7.2 The expense of NASCO-OP shall be met by a gross profit charged upon materials, services or other items provided, the amount of such gross profit(s) is to be regularly reviewed by the Board of Directors.

 

7.3 Terms of payment extended to Members and Associates shall be established from time to time by the Board of Directors. Each transaction between NASCOOP and Patron Members shall be subject to, and shall include as a part of its terms, the provisions of the Articles of Incorporation and Bylaws of NASCOOP, whether or not the same is expressly referred to in said transaction.

 

7.4 NASCOOP shall maintain cooperative tax treatment in which annual net income, after deductions deemed advisable by the Board of Directors or as required by law, shall be distributed as a patronage dividend proportionately and equitably among the Member Patrons. Member Patrons are those Members or qualifying Associates making a purchase during the fiscal year. The amount of the patronage dividend is subject to the Board of Director’s approval and shall be based upon a percentage of products and services provided to the Member Patron. Patrons may be subject to Patronage dividend forfeiture if, during the fiscal year, their account becomes delinquent or does not meet deminimus value as defined from time to time by the Board of Directors.

 

7.5 The Board of Directors reserves the ability to define and set conditions on delinquent accounts.

 

7.6 NASCO-OP shall install and conform to Generally Accepted Accounting Principles (GAAP) in the United States of America, and provide other accounting appurtenances that may be necessary in order to conduct its business in a safe and orderly manner.

 

7.7 The Board of Directors may at any time authorize NASCO-OP to borrow money necessary for the conduct of the operations, and issue notes and bonds therefore and give security in the form of mortgage or otherwise for the repayment thereof.

 

7.8 Only Members listed in the Membership roll on the last day of the fiscal year will be eligible for the patronage dividend.

ARTICLE VIII

Seal

 

8.1 NASCO-OP shall have no seal.

 

ARTICLE IX

Miscellaneous Provisions

 

9.1 The Board of Directors, on behalf of NASCO-OP, may enter into contracts with its Directors or Officers (or their firms), provided that any such transactions shall be on terms no more favorable to the Directors or Officers (or their firms) than generally afforded to non-affiliated parties in a similar transaction and provided further that the Board of Directors has granted prior written approval.

 

9.2 The Board of Directors, from time to time, shall determine whether, to what extent, at which times and places, and under what conditions and regulations, the accounts, books and papers of the corporation, or any of them, shall be opened to the inspection of the Members, and no Member shall have any right to inspect any account, book or paper of the corporation except as expressly conferred by law or authorized by the Board of Directors or by the Members.

 

9.3 Any claim or dispute arising under these Bylaws or the rules and regulations of NASCO-OP shall be resolved by exclusively by arbitration in Tuscarawas County, Ohio. The Member and the Cooperative shall each appoint one arbitrator and such arbitrators shall jointly select a third arbitrator. The decision of the majority of such arbitrators shall be binding upon the parties. All expenses of arbitration, including reasonable attorneys’ fees, shall be borne by the party against whom the decision is rendered. Arbitration shall be conducted in accordance with the applicable rules of the American Arbitration Association.

 

ARTICLE X

Indemnification

 

10.1 Every Director, Officer, or employee of NASCO-OP, hereinafter referred to as an indemnified individual, shall be indemnified by NASCO-OP against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such indemnified individual in connection with any proceeding to which such indemnified individual may be made a party, or in which such indemnified individual may become involved, by reason of such indemnified individual being or having been a Director, Officer, or employee of NASCO-OP, or any settlement thereof, whether or not such indemnified individual is a Director, Officer, or employee of NASCO-OP at the time such expenses are incurred, except in such cases wherein the indemnified individual is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of NASCO-OP. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such indemnified individual may be entitled.

 

10.2 It is the intention of the Members to eliminate or limit the personal liability of the Directors of NASCO-OP to the greatest extent permitted under Ohio law. If amendments to the Ohio Statutes are passed after this section becomes effective which authorize not-for-profit cooperatives to act to further eliminate or limit personal liability of Directors, then the liability of the Directors of NASCO-OP shall be eliminated or limited to the extent permitted by the Ohio Statutes, as so amended. Any repeal or modification of this section by the Members of NASCO-OP shall not adversely affect any right of or any protection available to a Director of NASCO-OP that is in existence at the time of such repeal or modification.

 

ARTICLE XI

Amendments

 

11.1 These Bylaws may be amended at any meeting of the Members by a majority vote of the quorum, provided that notice of such proposed amendment is included in the notice of the said meeting. The Board of Directors also may amend the Bylaws by a two-thirds vote at any Director meeting at which there is a quorum, provided that notice of such proposed amendment is included in the notice of said meeting.

 

ARTICLE XII

Dissolution

 

12.1 NASCO-OP shall be dissolved and commence liquidation upon the adoption of a resolution for dissolution and upon the affirmative vote of three-fourths of the Entire Membership.

 

12.2 Upon dissolution of NASCO-OP, the Directors or any other liquidator designated by the Members shall act as liquidator to wind up the affairs of NASCO-OP. The liquidator shall have full power and authority to sell, assign and encumber any or all of NASCO-OP’s assets and to wind up and liquidate the affairs of NASCO-OP in an orderly and businesslike manner and on such terms and conditions as the liquidator deems necessary or advisable, without the consent of the Members. All proceeds from liquidation shall be applied in the following order of priority: (i) first, to the payment of debts and liabilities of NASCO-OP, including any loans or advances to NASCO-OP by any Member, and the costs and expenses of liquidation; (ii) second, to the establishment of such reserves as the liquidator deems necessary or advisable; and (iii) third, the remaining proceeds shall be paid to the Members in equal portions.

 

12.3 If any NASCO-OP assets are to be distributed in kind to the Members, the liquidator shall carry out an informational appraisal of the fair market value of such assets at a date reasonably close to the date of liquidation. The assets shall be distributed in kind to the Members in accordance with Section 12.2 as if the assets had been sold for the appraised value. Assets distributed in kind may, in the discretion of the liquidator, be distributed to the Members as tenants-in-common.

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