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Council for Tobacco Research

by-Laws of the Council for Tobacco Research - U.S.A., Inc. [Rules and Regulations for the Operation of the Council]

Date: 28 Jan 1983 (est.)
Length: 21 pages
CTRMN000828-CTRMN000848
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1HfS DOCUMENT SUBIECT TO AUG. 20, 1985 NON•DISSEMINATION ORDER BY-LAwS* IN R`k; "U pUKE CASE3. OF THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC. CXfl. # ~A ARTICLE I Offices SECTION 1. The offices of The Council shall be in the City, County and State of New York. The Board of Directors may from time to time designate additional offices for The Council. ARTICLE II Members SECTION 1. The members of The Council shall be those who were members of The Council for Tobacco Research - U.S.A., an unincorporated association, at the time that The Council was f incorporated as a not-for-profit corporation and such other indi- J \ viduals or organizations as may be elected to membership as here- inafter provided. Each member who at the time The Council was incorporated as a'not-for-profit corporation was a "cigarette manu_'acturing corporate member" under the by-laws of the afore- said unincorporated association is hereby designated a Class A member of The Council and each member who was not a "cigarette manufacturing corporate member" under such by-laws is hereby designated a Class B member of The Council. SECTION 2. There shall be two classes of members of *-As a.Tended pursuant to action of January 31, 1975. See first sentence of Section As further amended by Board Dec. and Art. VI As further amended by Board Jan. and Article X, Sec. 1 the Board of Directors, 1 of Article V. 10, 1975 - see Art. V, Sec. 5 28, 1983 - see Art. IV, Sec. 1 . CTR: j 20 CTR HN 00082-B
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The Council. THIS DOCUMENT SUBJECT T0 AUG. 20. 1985 NON-DISSEMINATION ORDER IN ROGEIS AAD DUKE CASES. Class A. A Class A member shall be one who (i) is designated herein or by the Board of Direc- tors tors as a'Class A member, (ii) is a domestic person regularly engaged in the sale of cigarettes in the United States to jobbers , and retailers and (iii) manufactures its own brand or brands of cigarettes. Class B. A Class B member shall be one who (i) is designated herein or by the Board of Direc- tors as a Class B member and (ii) is a person, corporation, association or partner- ship which is not eligible for Class A membership, but which is engaged in the production, storage, distribution or sale of cigarettes or of any of the materials used in the manufacture of cigarettes. If any memnber at any time no longer comes within the definition of the class to which it has been designated under or pursuant to this Article II, its membership in The Council shall thereupon terminate, but it may thereafter apply for membership of a different class if it shall so qualify. As used herein, "domestic person" means a citizen of the United States, a corporation organized under the laws of the United States, any State thereof or Puerto Rico, and having its prin- cipal office within the United States, Puerto Rico, or any ter- ritory or possession of the United States, or an association or 2 21 CTR; I CTR HN 0006'.129
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1985 NON-DISSEMINATIDN ORDER IN ROGERS AND DUKE CASES. partnership the majority of whose members in interest are domes- tic persons. S-_-C'_'I0N 3. A11 applications for membership shall be conside=..~d and voted upon by the=Board of Directors. The favor- able vote of three-fourths of Directors then in office shall be necessary for election of a member. S-LCTION 4. Membership in The Council may be terminated by resignation or as otherwise provided in these By-Laws, but a member shall thereafter remain liable for dues for the purposes and to the extent provided in Article III and for any other amounts owing to The Council by such member. Any member may resign by filing written notice to that effect with The Council, and such resignation shall take effect upon receipt of such notice or at any later time specified therein. S-_-C.-ION 5. Ni?embers may be suspended or expelled from The Counci_ by the vote of a majority of the Directors then in office or by the vote of a majority of the total Class A members, for failure to pay dues or for a loss of eligibility. No action shall be take-^n under this Section unless notice thereof, stating the grounds therefor shall have been mailed or delivered to the m e m ber or members whose suspension or expulsion is proposed at least thirty days before the date of the meeting at which such action is proposed to be taken; any such r.e:-:ber or members shall have the right to appear at such meeting for the purpose of pre- senting any reasons why the proposed action should not be taken. 22 CTR HIN 0008340
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THIS DOCUMENT SUBJECT 70 AUG. 20, 1985 NON-DISSEMINATION ORDER ARTICLE III iN ROGERS AtiD DUKE CASES. Dues SECTION 1. The Board of Directors shall each year assess znnual dues to be paid by all Class A members in the a.mount estimated to be reouired to defray the known and anti-. cipated expenses of The Council for such year in excess of estimated contributions and other amounts to be received for such year from sources other than additional dues. Should the annual dues together with contributions and such other amounts for a_ny year be insufficient to meet the known and anticipated expenses of The Council for such year the Board of Directors from time to time may assess Class A members for additional dues to meet such deficiency. Annual and additional dues in any year shall be assessed against each Class A rember in amounts pro- portic-:ate to the estimated production by such member of tax- pa{d cigarettes dur{nr the preceding calendar year to the esti- rate; production of such cigarettes by all Class A members during such precedi*ig calendar year. Notwithstanding the foregoing no Class A member shall be obligated to pay any annual or additional dues fixed by the Board of Directors if within ten days following the fixing of such dues such member shall resign from membership, except that such member shall be obligated to pay as dues his propo=tionate share determined as provided above of any expenses or obligatior.s of The Council incurred prior to such member's resignation (other than expenses or obligations of The Council for w!-.ich such dues were assessed if such expenses or obligations were incurred subsequent to the fixing of such dues). In the 1 23 CTR HN 00083-1
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event of such a resignation the Board of Directors shall deter- mine whether and the extent to which annual or additional dues of the remaining members are to be increased to cover any defi- ciency 'that may result from the nonpayment of dues by the•member who has so resigned. The time and manner of payment of annual and additional dues shall be determined by the Board of Directors. No Class A member shall be obligated to pay any dues to The Council or be liable for any of The Council's obligations ex- cept as assessed against such member by the Board of Directors in accordance with this Article III. SECTION 2. No Class B member shall be obligated to pay any dues to The Council or be liable for any of The Coun- cil's obligations, but any Class B member may make voluntary contributions to The Council. SECTION 3. In the event The Council should sponsor any special project not covered by the dues assessed under Section 1 of this Article III and contributions of members to such project znd other amounts received for such project shall be insufficient to defray the known and anticipated expenses thereof, the Poard of DIrectors may assess Class A members for add'_tiona; dues for such project in the manner provided in such •section. The obligation of the Class A members to pay such dues and expenses or obligations of The Council incurred with respect to such project shall be as provided in such section. THIS DOCUMENT SUBJECT TO AUG. 20, 1985 NON • DISSEMINATION ORDCR IN R,,;E.;. ,.,;; DJKE 5 CTR:. I 24 CTR HN 000832"
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ARTICLE IV Meetinas of Members THIS DOCUMENT SUBJECT T0 AUG. 20, 1385 NON•DlSSEMlNATION ORDER !N ROGERS AND DUKE CASES. ~ SECTION 1. The annual meeting of members for election of Directors and for the transaction of such other business as may properly come before such meeting shall be held on the Fri- day following the second Thursday in December in each year, or if such date shall be that of a legal holiday in the jurisdic- Amp-rie* by Boa; c 1/28/fl3 tion in which the meeting is to be held, then on the next suceed- ing business day. SECTION 2. Special meetings of inembers may be called by the Board of Directors, the Executive Committee, the President or the Executive Vice President or upon written request to the Secretary of three or more members. Upon such call or request the Secretary shall issue' a notice of a special meeting to con- sider the matters specified in such call or written request. SECTION 3. Each annual meeting shall be held in the City of New York at such place as the Chairman of the Board of Directors shall determine. Each special meeting shall be held at such place as the person or persons calling the meeting shall fix. If no place shall be so fixed, the meeting shall be held at the offices of The Council in the City, County and State of New York. SECTION 4. Written notice of a meeting of members shall be given, personally or by mail, not less than ten nor more than fifty days before the meeting to each member entitled to vote at such meeting; such notice shall state the date, place CT R: I -6- 25 CTR HN 000e- ~~
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1985 NON-DISSEMINATION ORDER IN RDGERS AND DUKE CASES. and hour of the meeting and•, unless it is the annual meeting, the . purpose or purposes for which the meeting is palled and shall state the name or names of the persons who have directed the call- ing of -Ehe meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, with first class post- age thereon prepaid, directed to each such member at his address as it appears on the record of members of The Council, or, if he shall have duly filed with the Secretary of The Council a written request that notices to him be mailed to some other address, then directed to him at such other address. SECTION 5. Except as otherwise required by law, a majority of the Class A members and one-third of the Class B members entitled to vote thereat shall constitute a quorum at a meeting of members for the transaction of any business, pro- vided that when a specified ite:n of business is required to be voted on by only Class A members a majority of Class A members entitled to vote thereon shall constitute a ouorum. If at any meeting there' shall be less than a required quorum present, a majority of the me:nbers present may adjourn the meeting from time to time until such a quorum is present. SECTION 6. At each meeting of members of The Council, each member shall be entitled to one vote in person or by proxy, except that in the election of Directors or any vote on the adop- tion, amendment or repeal of by-laws or on any matter requiring the expenditure of funds of The Council only Class A members may vote. Any member may, by instrument in writing filed with the ~ Secretary, appoint one or more persons to vote for or on behalf 7 «CTR- ~ 26 CTR HN 000634
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IN ROGERS AND DUKE CASES. of such member as and to the extent therein provided. Such in- strument may constitute the person or persons named as the proxy or proxies of such member for a specified meeting or for an in- definitE"period. No proxy shall be valid after the expiration of 11 months fron the date thereof unless otherwise provided in the proxy. Except as otherwise provided by law or the provisions of.these By-Laws, at each meeting of members at which there is a quorum, all matters shall be decided by the vote of a majority of the members present in person or represented by proxy or, in the case of matters upon which only Class A members may vote, by a majority of such Class A members present in person or repre- sented by proxy at such meeting. Unless demanded by a member or directed by the chairman of the meeting, no vote need be by bal- lot. lot. On any vote by ballot each ballot shall be signed by a member or by a duly appointed proxy. SECTION 7. If, for a period of one month after the date fixed herein for the annual meeting of inembers, there is a failure to tlect a sufficie.^.t number of Directors to conduct the business of The Council, the Board of Directors shall call a special meeting for the election of Directors. If such special meeting is not called by the Board of Directors within two weeks' after the expiration of such period, or if it is so called but there is a failure to elect such Directors for a period of two months after the expiration of such period, Class A members en- titled to cast ten per cent of the total number of votes of Class A members, may, in writing, demand the call of a special meeting for the election of Directors specifying the date and the month thereof, which shall not be less than two nor more than three months from the 4 8 CTRV / 27... CTR HN 00083E5
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1985 hON•DISSEt,",IhhlluN UnuLn IN ROGERS AND DUKE CASES. date of such written demand: The Secretary of The Council upon receiving the written demand shall promptly give notice of such meeting or, if he falls to do so within five business days there- after,, any Class A member signing- such demand may give such notice. At any such special meeting called on the demand of Class A mem- bers, notwithstanding Section 5 hereof, the Class A members at- tending, in person or by proxy, shall constitute a quorum for the purpose of electing Directors, but not for the transaction of any other business. SECTION 8. The Board of Directors shall present at the annual meeting of members a report, verified by the Presi- dent and Treasurer or by 2a majority of the Directors, or certi- fied by an independent public or certified public accountant or a firm of such accountants selected by the Board of Directors, showing in appropriate deta'_'_ the following: '(1) The assets and liabilities, including the trust funds, of The Council as of the end of a twelve-noTith fiscal period terminating not more than six'months prior to said meeting; (2) The principal changes in assets and liabilities, including trust funds, during the-year immediately preceding the date of the report; (3) The revenue or receipts of The Council, both unrestricted and re- stricted to particular purposes, for the year immediately pre- ceding the date of the report; (4) The expenses or disbursements of The Council, for both general and restricted purposes, during the year immediately preceding the date of the report; and (5) The number of members of The Council as of the date of the re- port, together with a statement of increase or decrease in such 9 CTR' ~I 28 CTR HN 000a36
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number during the year imAediately preceding the date of the re- port, port, and a statement of the place where the names and places cf residence of the current meribers may be found. The annual report of the'BoaFd of Directors shall be filed with the records of The Council and either'a copy or an abstract thereof entered in the minutes of the proceedinb of the annual meeting of members. . SECTION 9. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the members entitled to vote thereon. This section shall not be construed to alter or modify any provi- sion of law under which the written consent of less than all the•me:nbers entitled to vote thereon is sufficient for action of The Council. THIS DOCUMENT 1985 NONDISSSUBIECT TO AUG 20 IN ROGERS EMlNAtION ORp ~_ AND D`E C rR ASES. 10 C7% 29 CTR HN nnnc~"-•V

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