Bylaws of Soy Nutrition Institute, Inc.
ARTICLE I – NAME
The name of the Corporation shall be Soy Nutrition Institute, Inc. (the “Corporation”).
ARTICLE II – PURPOSES
The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended, and to engage in activities and conduct programs to assist the United States soybean industry and the United Soybean Board in collecting and disseminating soy-related nutrition information based on responsible scientific research. This information may be obtained through either primary or secondary research projects and may include market research into consumer views and understanding of matters related to soy nutrition. In addition the Corporation will encourage and promote harmony and cooperation among those in the domestic soybean industry and those with other assets that may assist in the growth of domestic soybean utilization through the communication of soy’s nutritional benefits, and to carry out such administrative, financial, management, and other functions as are necessary and appropriate for the accomplishment of the purposes of the Corporation, provided, however, that the Corporation is intended to qualify for exemption from federal income tax as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), as the same may be amended or modified or replaced in the future, and its operations shall in all events conform with the requirements of Section 501(c)(6) of the Code; and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers, except as permitted under the D.C. Nonprofit Corporation Act.
ARTICLE III – PRINCIPAL OFFICE
Soy Nutrition Institute, Inc. shall have and maintain its principal office at the offices of the United Soybean Board in the St. Louis, Missouri metropolitan area, and may have other offices within or without the State of Missouri as the Board of Directors may from time to time determine.
ARTICLE IV – FOUNDER
United Soybean Board, by virtue of its long term commitment to soy nutrition research, soy nutrition communications, its commitment to growing the market for domestic soybeans and, its desire to do so through the Soy Nutrition Institute, Inc., and its demonstrated willingness to make a major commitment of funds and other resources to Soy Nutrition Institute, Inc. to conduct programs seeking to provide sound scientific research and effective communications regarding soy nutrition benefits, shall be known as the Founder of the Soy Nutrition Institute, Inc. The Founder shall be granted four (4) seats on the Board of Directors. The Board members selected to represent the interests of the Founder shall be known as or referred to as Founder Board Members.
ARTICLE V – NO MEMBERS
The Corporation shall have no members.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Number and Qualifications. The Board of Directors shall be made up of up to fifteen (15) voting members, each appointed annually by the Executive Committee of the United Soybean Board (the “USB Executive Committee”) to serve one (1) year term of office. The actual number of directors to be appointed each year shall be determined by the USB Executive Committee. The CEO of the United Soybean Board shall serve as a director, but shall vote only in the event of a tie. Each member of the Board shall be a legal resident of the United States greater than 21 years of age.
Section 2. Term and Selection of Directors. The initial Board of Directors shall have no term limit and shall serve until their replacements are appointed and take their seats. Within ninety (90) days after the approval of these Bylaws and thereafter on January 15th of each of the following calendar years (“Nomination Date”) the USB Executive Committee shall seek nominations from the Chairman of the USB Marketplace Action Team for the appointment of the Board of Directors each year. The Chairman of the USB Marketplace Action Team shall nominate a full slate of nominees. Within fifteen (15) days or as soon as practicable following the Nomination Date, the USB Executive Committee shall appoint the Board of Directors of the Corporation to serve a one year term of office beginning on February 15th of the same year. In making its annual Board appointments, the USB Executive Committee should utilize its best efforts and judgment to allocate Board seats to key individuals generally reflective of the relevant industries and industry segments. Four of the members appointed to the Board shall represent the Founder.
Section 3. Duties and Powers of the Board of Directors. The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. The Board shall have full power, and it shall be the Board’s duty, to carry out the purposes of the Corporation according to its Articles of Incorporation and these Bylaws, and to carry out all other duties and exercise the powers set forth in these Bylaws. The Board shall have the power to enter into contracts with other entities, including the power to enter into contracts with the Founder, or the Founder’s agent(s), for the provision of staff, related administrative services, and other projects to be performed on behalf of the Founder. Specific duties of the Board shall include, without limitation:
- Development, and upon approval by the Board, implementation of an Annual Plan and an Annual Budget for the Corporation;
- Management of all funds and assets of the Corporation;
- Overall direction of the activities of the Corporation, which authority may be delegated to appropriate officers and managers of the Corporation.
Section 4. Vacancies. Any vacancy occurring on the Board may be filled by an appointment made by the USB Executive Committee.
Section 5. Removal of Directors. A director may be removed from office by the USB Executive Committee.
Section 6. Expenses. Directors shall serve without compensation. Directors may be reimbursed for expenses necessarily incurred by them in the performance of their duties.
ARTICLE VII – MEETINGS OF BOARD OF DIRECTORS
Section 1. Meetings. There shall be an annual meeting of the Board, in addition to any other meetings that may from time to time be called by the President, or by fifty (50%) percent of the voting members of the Board. Meetings of the Board may be held within or without the District of Columbia, upon ten days prior notice to each member of the Board, at such time and such place as shall be specified in the notice. Notice may be waived, as set forth below. The President may convene an emergency meeting pursuant to Section 3 below.
Section 2. Quorum. At any meeting of the Board of Directors fifty percent (50%) of the voting Board of Directors then in office shall constitute a quorum. Except where otherwise provided herein, any action of the Board shall require the concurring votes of at least a majority of those present at a meeting at which a quorum exists. If a quorum is not present at any meeting of the Board, a majority of the Directors present may adjourn the meeting from time to time without further notice until such time as a quorum is present.
Section 3. Voting. All votes at assembled meetings of the Board shall be in person. On the determination of the President that a matter is of an emergency or other nature such that an assembled meeting of the Board is impractical, the Board may take action upon the concurring votes of a majority of its members by mail, electronic mail, facsimile, telephone, or other methods. Action taken by this emergency procedure is valid only if all members are notified and provided the opportunity to vote and the Secretary/Treasurer promptly confirms any such vote in writing. Any action so taken shall have the same force and effect as though such action had been taken at a properly convened meeting of the Board.
Section 4. Waiver of Notice. At any time that notice is required to be provided pursuant to these Bylaws, the requirement for such notice may be waived in writing by any person entitled to such notice.
ARTICLE VIII – OFFICERS
Section 1. Officers. The elected officers of the Corporation shall be a President, a Vice-President and a Secretary/Treasurer.
Section 2. Election and Term of Office. The elected officers shall be elected at the annual meeting of the Board or at other meetings consistent with these Bylaws, and each elected officer must be a member of the Board of Directors for the year then commencing, to serve for a two-year term or until their successors shall have been elected. A Director shall not be limited in the number of terms for which he or she may serve as an officer, provided that he or she remains a member of the Board during his or her term as an officer.
Section 3. Removal and Vacancies. Any officer elected by the Board of Directors may be removed by the Board of Directors, upon a resolution approved by a majority of the entire Board and said vote shall only occur at a meeting in which a quorum is present, whenever in its judgment the best interests of the Corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. Duties of the President. The President shall preside at all meetings of the Board of Directors. The President shall serve as an ex-officio member of all committees of the Corporation. The President shall have general supervision of the affairs of the Board and perform all acts and duties usually incident to and required of an executive and presiding officer, as well as such other duties as may be conferred by the Board. He/she may sign, with the Secretary/Treasurer or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other documents the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.
Section 5. Duties of the Vice-President. In the absence of the President or in the event of his/her inability to act, the Vice-President shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall be responsible for such affairs of the Corporation as are designated by the President and shall perform any other duties incident to the office of Vice-President assigned to the Vice-President from time to time by the Board of Directors. In the event of the death or incapacity of the President, the Vice-President shall serve as the acting President of the Corporation, subject to the direction and control of the Board of Directors.
Section 6. Duties of the Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member that shall be furnished to the Secretary/Treasurer by such member. If required by the Board of Directors, the Secretary/Treasurer shall give a bond paid by the Corporation for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office(s) and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
ARTICLE IX – COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee of the Board of Directors that shall comprise the President, Vice-President, Secretary/Treasurer of the Corporation, the CEO of the United Soybean Board, and one additional member of the Board elected to serve on the Executive Committee by a vote of the Board of Directors. The CEO of the United Soybean Board shall serve in an ex officio capacity and shall not be entitled to vote on matters coming before the board except in the event of a tie, in which case such member may cast a ballot. The elected member shall be elected to the Executive Committee for a term of one (1) year, and may be re-nominated and re-elected by the Board. The Executive Committee shall be responsible for the operation of the Corporation within the policies established by the Board. The Executive Committee is authorized to approve the expenditure of funds within individual program levels approved by the Board. Such funding authority shall exist only until the next scheduled Board meeting at which all actions of the Executive Committee must be ratified.
Section 2. Other Committees. The Board may establish such other committees as the Board may deem necessary for the expeditious handling of the affairs of the Board. The President shall appoint the Chair and Vice Chair of all committees established by the Board. Committees shall meet upon the call of the Chair of the committee or the President.
ARTICLE X – MANAGEMENT
Chief Executive Officer. The Founder agrees to designate the Chief Executive Officer of the Founder to serve as Chief Executive Officer (“CEO”) of the Corporation. The CEO shall be responsible for the administrative and operational functions of the Corporation. The CEO shall ensure that all necessary staffing resources and facilities are provided within the Founder’s facility. The CEO shall be delegated such authority as the Board may deem appropriate.
ARTICLE XI – AMENDMENTS
The Board may amend these Bylaws or the Articles of Incorporation at any meeting at which there exists a quorum, upon a two-thirds vote of all the Directors of the Board, provided, however, that at least ten (10) days notice of such meeting shall be given to all Directors, and the intent of such amendments to be considered shall be made a part of the meeting notice. Any Amendment to the Bylaws or the Articles of Incorporation shall be ratified by a majority vote of the Founder Board Members.
ARTICLE XII – DISSOLUTION
In the event of the dissolution of the Corporation, its net assets remaining after provision for the payment of all debts, obligations, and liabilities of the Corporation shall be dedicated and transferred only in such manner as will be consistent with the provisions of the Internal Revenue Code then governing the Corporation as a tax-exempt corporation.
ARTICLE XIII – MISCELLANEOUS PROVISIONS
Section 1. Corporate Seal. There shall be an official seal of the Corporation in such form and design as the Board may approve.
Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September in each year, provided that the Board may establish a different period for the initial fiscal year of the Corporation.
Section 3. Parliamentary Procedure. The Board and any Committee when in session, shall be governed in its deliberations in the transaction of its business by these Bylaws. The most recent edition of Robert’s Rules of Order shall govern any matter of procedure not so covered.
Section 4. Contracts. The Board may authorize any officer or officers, agent or agents of the Board, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any legal instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 5. Confidential Information. Any Director, officer, employee, or agent shall maintain any confidential information of the Corporation disclosed to them in such capacity as a Director, officer, employee, or agent. Confidential information shall be the sole property of the Corporation and in no event shall it be disclosed or used by any Director, officer, employee, or agent without prior written consent of the Board of Directors, except as provided by law.
Section 6. Personal Liability. The officers and directors of the Corporation shall not be personally liable for the debts or actions of the Corporation.
Section 7. Indemnification. The Board shall indemnify any Director, officer, employee or agent of the Board and protect them from any loss for any action or omission taken in good faith on behalf of the Corporation, and shall purchase insurance for the purpose of such indemnification.
AMENDED BYLAWS OF SOY NUTRITION INSTITUTE, INC. AS ADOPTED BY BOARD OF DIRECTORS AT MEETING HELD SEPTEMBER 8, 2016.