NATIONAL ASSOCIATION SUPPLY CO-OPERATIVE, INC.
ARTICLE I Name and
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
Name and Location
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
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.
shall be three classes of membership in NASCOOP: Active, Patron and Associate
– 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 Active membership.
– Persons, firms, associations or corporations with purchasing needs consistent
with those of scrap recyclers may apply for Patron membership.
Associate – From time to time, the Board of Directors may approve members of
certain trade associations (the ‘Trade Associations’) to participate in
NASCOOP. Each such Associate may apply for Associate membership.
members shall be accorded the following privileges.
– Shall be entitled to attend membership, special, committee and board
meetings. They are eligible to vote and hold office within the
corporation. Purchases may qualify for patronage dividend.
– Shall be entitled to attend membership, special, committee and board
meetings. They are not eligible to neither vote nor hold office within
the corporation. Purchases may qualify for patronage dividend pursuant to
policies adopted by the board.
Associate – Shall be entitled to attend membership, special, committee and
board meetings. They are not eligible to neither vote nor hold office
within the corporation. Purchases may qualify for patronage dividend
pursuant to policies adopted by the board.
Membership applicants must acknowledge the Articles of Incorporation,
Bylaws, and all rules and regulations of NASCOOP with an authorized signature
on a form as specified by the Board of Directors from time to time. The
form shall contain an agreement that such Applicant ratifies and shall abide by
the same, agreeing to be bound by such document as presently constituted or as
duly amended hereafter.
acceptance, Active and Patron members must contribute the non-refundable
one-time membership fee in such amount as the Board of Directors may from time
to time determine. An Associate member is not required to post a
membership fee; however the affiliation with NASCOOP is terminated if, in
addition to Section 3.5, (i) such Associate’s membership in the trade
association is terminated or (ii) if the relationship between the trade
association and NASCOOP is terminated.
Termination of Membership
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
NASCOOP terminated 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 3.3
and acceptance by NASCOOP as set forth in Article III. In this instance
the membership fee may be waived.
Member may withdraw from NASCOOP at any time by giving 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 NASCOOP has against
the resigning Member or his or its property, until his or its indebtedness to
NASCOOP is fully paid.
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 NASCOOP. After
delivery to such Members 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.
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
A membership roll shall be maintained in the offices of NASCOOP in lieu
of issuing certificates of membership unless otherwise determined by the Boad
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.
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.
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.
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.
(7) Members present shall constitute a quorum at any annual or special meeting
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.
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.
multiple members representing firms with common ownership only one (1) vote
will be allowed to be excercised.
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
Board of Directors shall consist of not less than 9 or greater than 18 members
divided and balanced into 3 terms of office.
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.
Director must be a natural person who is employed by a NASCO-OP Member firm.
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.
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.
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.
executive committee shall consist of four (4) elected officers, the immediate
past Chairman and the President.
Directors shall elect from among themselves a chairman, 1st vice chairman, 2nd
vice chairman, and a secretary/treasurer.
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.
elected officer shall be entitled to one vote on executive committee issues.
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.
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
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
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.
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.
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
Duties of Directors and Officers
OF BOARD OF DIRECTORS
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.
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.
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
(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.
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.
OF EXECUTIVE COMMITTEE
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.
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.
Executive committee shall maintain a record of its proceedings and shall report
all of its proceedings to the Board of Directors.
member of the executive committee shall be reimbursed for all reasonable travel
expenses in connection with attendance at an executive committee meeting.
OF THE CHAIRMAN
chairman shall preside over annual, Director, executive committee and special
meetings of NASCO-OP.
committees are properly chaired and provided adequate resources to accomplish their
Ad Hoc committees when required.
Perform all acts and duties usually required of a presiding officer.
OF 1ST VICE CHAIRMAN
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
as the Membership committee chairman
OF 2ND VICE CHAIRMAN
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.
as Marketing committee chairman
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
Prepare and distribute minutes of annual, Director, executive committee and
all notices required by law and by these Bylaws.
Certify all financial reports.
President shall maintain NASCO-OP’s records.
6.7.2 Keep a
full and accurate account of all the financial transactions in books belonging
Receive and disburse all funds and be the custodian of all the securities of
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
all checks, notes, bonds and mortgages of NASCO-OP as President.
OF IMMEDIATE PAST CHAIRMAN
as an advisor and representative for all previous NASCO-OP chairmen.
as chairman of the audit committee.
fiscal year of NASCO-OP shall commence on the 1st day of December and end on
the 30th day of November each year
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.
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.
Board of Directors reserves the ability to define and set conditions on
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.
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.
Members listed in the Membership roll on the last day of the fiscal year will
be eligible for the patronage dividend.
shall have no seal.
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
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.
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.
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.
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
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.
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 any equitable manner as
established by the Board.
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
: 23 July 2019