BY-LAWS & TRADE RULES
These rules were designed to protect our membership by the regulation of sales and purchases of cotton. It is especially recommended that our rules form the basis of trades made at interior points where no organized cotton exchange exists, and we urge that all contracts for purchases at such interior points bear the notation:Members are advised to make note on their stationery:
Members of Southern Cotton Association.
Members of American Cotton Shippers Association.
Name and Domicile:
Section 1. The name of this Association is and shall be known as the
SOUTHERN COTTON ASSOCIATION
Section 2. The domicile of the Association shall be in the City of Memphis, Tennessee.Who May Become Members:
Section 1. Any firm, corporation, partnership, or individual of good character and standing who is engaged in the business of buying and selling cotton in the states of Arkansas, Missouri, Tennessee, Mississippi, and Louisiana is eligible for membership in the Association, provided he shall have first filed with the Secretary application for membership signed by him and endorsed by three (3) members of this Association, and provided further that, if such firm, corporation, partnership, or individual shall have been engaged in the business of buying and selling cotton in the states of Arkansas, Missouri, Tennessee, Mississippi, and Louisiana for a period of less that one (1) year previous to the date of his application, said application must bear the endorsement of five (5) members of this Association. Any person currently serving as an officer of director of this Association shall not be eligible to endorse an application for membership to this Association.
Henceforth, in those instances where the applicant's headquarters office is in the territory covered by another of the Affiliated Associations of the American Cotton Shippers Association, he must be a member in good standing of such Association to be considered in this Association
There shall be four classes of members:
Merchant:
(a) Individual, partnership, joint venture, company, corporation or cooperative purchasing cotton on their own behalf, taking title thereto, and offering such cotton for sale to other parties.
Merchant Representative/
Mill Service Agent:
(b) Individual, partnership, joint venture, company, corporation or cooperative when not acting on its own behalf, acts in facilitating the purchase or sale of cotton to other parties.
Associate:
(c) Individual, partnership, joint venture, company, corporation or cooperative not involved in the purchase or sale of cotton, but, having a relationship to such activity in transportation, insurance, banking futures trading, communications and other businesses.
Associate Members shall have no right to vote, nor shall they acquire title to any property of the Association.
Honorary Members:
(d) Any retired former member of this association, who was an active member in good standing, may reapply for membership as an "Honorary Member", it being understood that such member is not entitled to voting privileges nor holding an office in this Association nor any service to be performed by the ACSA. It being further understood that should such retired member become active in the cotton industry in any manner, full membership in the Association would be required.
Applications for an
Election to
Membership:
Section 2. Written application with endorsement as provided in Article 2, Section 1-(a), pledging the applicant, if elected, to abide by and be subject to the Constitution, By-Laws, Rules and Regulations of the Association, in force or to be thereafter adopted, may be filed with the Secretary, which application shall be referred immediately to the Committee on Membership. When an application shall have received the approval of not less than two-thirds of the Committee on Membership, the Secretary shall notify each and every member of the Association by mail, that such application has received the approval of the Committee on membership, and shall request the member to lay before him, verbally, or in writing, within ten days after the date of such notice, any objection to the proposed new member. After the expiration of ten days from date of such notice, the Secretary shall forward such application together with any information or objections, filed by the members to the Board ofDirectors, who may vote on same at any meeting of the Board, or in writing addressed to the Secretary, and such applicants as shall receive the approval of not less than two-thirds of the Board of Directors shall be declared elected to membership.
Rejected Applicants:
Section 3. Any applicant failing to receive the approval of two-thirds of the Board of Directors shall not again, within six months thereafter, be entitled to consideration for membership, without the unanimous consent of the Board.
Evidence of
Membership:
Section 4. Each member shall own at least one membership, of record on the books of the Association, and hold as evidence thereof, a Certificate of Membership, bearing the corporate seal and signature of the President and Secretary of the Association; and every member upon acceptance of such certificate, issued in his or their name, is thereby obligated to abide by and be subject to the Constitution and By-Laws, whether such pledge has been given otherwise or not.Certificate of Membership:
Section 1. The Certificate of Membership shall be as follows:
THE SOUTHERN COTTON ASSOCIATION Certificate of Membership No. _____________.
THIS IS TO CERTIFY that ________________________________________
is a member of the Southern Cotton Association and holds one membership therein, transferable only to a member or a member-elect of said Association on the books thereof, in accordance with its By-Laws and Rules.
The Association holds a lien upon said membership, enforceable summarily as provided by said By-Laws and Rules, to secure all assessments and dues, now or hereafter chargeable to said membership. No act by said member shall confer upon, or vest in, any person not a member any interest in the property or franchise of the Association, or any right in respect thereto, but said membership may be transferred by the member therein named, or his legal representative, to any member or member-elect of the Association, upon surrender of this certificate and payment of all dues and assessments with which said membership is chargeable.
Date at ____________, this _____ day of __________________, AD, 19___.
______________________________________, President.
______________________________________, Secretary.

Surrender,
Cancellation or
Transfer of Membership:
Section 2. Upon the surrender of a Certificate of Membership to the Secretary, all dues, fees and assessments charged thereto, having been first paid, the owner Transfer thereof shall cease to be a member of the Association, and such membership may, upon request, be cancelled or transferred on the books of the Association, but only to a member or member-elect, and no act by any member shall confer upon, or vest in, any person, not a member, any interest in the property or franchise of the Association, or any right in respect thereto.Dues, Fees and
Assessments:
Section 1. On every membership, the owner thereof, of record on the books of the Association, shall be required to pay annual dues in advance and also all other fees and assessments levied against the same, in accordance with the By-Laws, Rules and Regulations.
Liens on
Membership:
Section 2. All debts due the Association by any member thereof for assessments, dues or otherwise, shall be a charge and lien upon memberships standing in the name of such person on the books of the Association; and failure to pay any of such indebtedness shall terminate the membership, but will not release any of such indebtedness.Meeting of
Members Annual:
Section 1.(a) There shall be an annual meeting of the members held during the spring months prior to the annual meeting of the American Cotton Shippers Association. Effective calendar year 2000, in every other year, the annual meeting shall be conducted in one day, in Shelby County, Tennessee, wherein the committee reports will be considered with the other current pending business of the Association, and in the alternate year, the annual meeting shall be conducted in a minimum of two days at a site approved by the Board of Directors of the Association at which time the officers and directors will be elected along with the consideration of the committee reports and the current pending business of the Association.
(b) The Board of Directors may each year set aside a sum, at their discretion, out of the funds of the Association, to be applied on the expense of an annual meeting.
Order of
Business Sessions:
Section 2. At all annual meetings the following order of business shall be observed: (1) Roll Call of Members; (2) Reading of Minutes of Preceding Meeting; (3) Report of Secretary and Treasurer; (4) Reports of Standing Committees; (5) Reports of Special Committees; (6) Unfinished Business; (7) Miscellaneous or New Business; (8) Deciding the place for holding the next annual meeting. At the biennial meeting of the members the following, including the above mentioned business items, shall be observed: (1) Election of the President, Vice President and Board of Directors for a period of two years.
Special Meetings:
Section 3. Special meetings of members may be called by the President, at his discretion, and it shall be his duty to call such meetings, giving ten days' notice thereof, upon written request by any ten members. Such meetings may be held at any time or place, but no business shall be transacted at a special meeting other than that stated in the call as the object thereof.
Quorum:
Section 4. The presence of fifteen qualified members, five of whom shall be directors, shall constitute a quorum for the transaction of business at any meeting, whether annual or special.
Who Entitled
to Vote:
Section 5. Any member owning one or more memberships, of record on the books of the Association, on which all dues, assessments and other charges have been previously paid, shall be entitled to vote at any meeting of members, but no member shall be entitled to more than one vote.Suspension or
Expulsion of Members:
Section 1. Any member of this Association may be expelled or suspended from membership, as hereinafter provided, for any willful violation of the Constitution, By-laws, Rules or Regulations of the Association, or for any wrongful or fraudulent breach of contract, whether such contract be with a member or non-member of the Association, of for any willful refusal to abide by any final arbitration or award made by this Association, or by any other Association or Exchange, foreign or domestic, where made under the rules of such Association or Exchange pursuant to the provision of any contract providing for such arbitration, or for any proceeding inconsistent with just and equitable principles of trade, or other misconduct.
Section 2. Any person or persons, whether member or non-member of this Association, may file with the Secretary of the Association, or with any other officer thereof, a written complaint, charging any member of this Association with any one or more of the above offenses. When such complaint has been made, it shall be the duty of the Board of Directors to hear and determine the same, after mailing or delivering to the member so accused a copy of such written complaint so made against him, and notifying him of the time and place at which the Board of Directors shall consider such complaint. At such meeting, if the member so desires, he shall be heard in his own defense and confronted with the evidence offered against him.
Section 3. If, after hearing, the charge or charges against such offending member, be, in the opinion of the Board, sustained by competent evidence, they may, by a vote of not less than two-thirds of all members present at such meeting, suspend or expel such member from the Association.
Section 4. The sentence of the Board of Directors shall be final unless the accused, within ten days after sentence, shall appeal to the Association, which appeal may be had and perfected by the said member giving notice to the President of the Association that it is his desire to have the Association review the decision and sentence of the Board of Directors. In the event that such notice be given within the time required, it shall be the duty of the President at the next ensuing meeting of the Association to present the matter to the Association for its action, notifying the accused of the time and place of the hearing before the Association. At such hearing, the accused and accusers shall have the right to present evidence, and the Association shall have the right to reverse the action of the Board of Directors and reinstate the said member, provided three-fourths of the total votes cast be in favor of reversal of the action of the Directors, in which event the accused shall then be reinstated in all his rights of membership but otherwise the original sentence shall stand and be final.
Section 5. Upon Suspension or expulsion of a member, the Association, in addition to notifying the accused member of the sentence, shall also announce the sentence to the members of the Association and the party or parties filing the complaint.
Section 6. Upon suspension of a member under this Article of the By-Laws, his name shall be removed from the membership roster as well as from the membership mailing list, and the payment of all dues and fees shall be remitted during the period of his suspension, but the suspended member shall continue to be subject to the Association's rules of discipline during the term of suspension.
Section 7. The By-Laws and Rules of the American Cotton Shippers Association are here, by reference, made a part of the By-Laws and Rules of his Association in the same manner as if incorporated herein and shall be binding and enforceable against members of this Association in the same manner as prescribed in the By-Laws and Rules of this Association.
Section 8. Upon suspension or expulsion of a member, the Association shall promptly certify such suspension or expulsion to the American Cotton Shippers Association, and, upon request of any other Federated Member of which such suspended or expelled member is also a member, shall furnish to it the evidence upon which such action was based.
Section 9. No member of the Association may resign from membership while a complaint is pending against him as provided for in Section 2 hereof, and in the event any member shall tender his resignation under such circumstances, it shall be the duty of the Directors to hold such resignation in abeyance until final disposition of such complaint has been made.
Section 10. Any member of this Association, who may be by law declared a bankrupt, whether through voluntary or involuntary action, shall be automatically suspended from membership without action upon the part of the Board of Directors, but the Board shall have the power to reinstate such member by a majority vote.
Section 11. Upon application for reorganization under any of the several chapter proceedings of the Federal Bankruptcy Act, membership privileges shall be automatically suspended, and such suspension shall remain in effect until the Board of Directors determines, after analysis of all available information whether membership privileges shall be revoked or restored. The restoration of membership privileges is contingent upon establishing, through the presentation of sufficient proof, that all outstanding financial obligations have been fully satisfied or that the repayment schedule for all existing financial obligations is current.
Section 12. In the event of a state of war existing between the United Sates and any other country, enemy aliens (citizens of an enemy country) shall automatically cease to be members of this association without any further action on the part if the Board of Directors.President,
Election of:
Section 1.(a) Effective in the year 2000, the President shall be elected by ballot at the Biennial Meeting of Members, and shall immediately after adjournment thereof enter upon his duties, and continue in office for two years, or until his successor is elected and qualifies. Effective in the year 2000 the President shall not be eligible for re-election to succeed himself, and shall receive no remuneration for his services.
Board of Directors,
Election of:
(b) Upon the election of the President at the biennial meeting of the members the newly-elected President and the retiring President shall first be declared Directors for the ensuing two years and then eight other members shall be elected by ballot to constitute the Board.

Of the eight Directors to be elected, not less than three nor more than five shall have served on the Board the previous two year term, and three Directors, exclusive of the newly-elected President, who shall have served longest on the Board, shall not be eligible for re-election to succeed themselves, it being understood that, should it be impossible to determine the three Directors who shall be ineligible for-re-election by reason of the fact that the seniority of two or more Directors may be equal, then the matter shall be decided by drawing lots.
The newly-elected Board, consisting of the President, Vice President, the Past President and eight Directors, shall enter upon its duties immediately after adjournment of the annual meeting, and continue in office for two years or until their successors are elected and qualify, and any vacancy that may occur in the board, at any time, may be filled by the remaining members thereof.

Nominating Committee:
(c) The retiring President, and the four immediate Past Presidents of the Association, shall serve as a Nominating Committee for the office of President and eight members of the Association for Directors to serve during the ensuing two years.
Duties and Powers of
Board of Directors &
Election of Officers:
Section 2. Effective in the year 2000, the Board of Directors, on the date of their election, or at their first meeting thereafter, shall by ballot elect from the membership a Vice President and a Treasurer, each who shall serve a term of two years, and shall appoint all Standing Committees who shall also serve a term of two years; shall have general and entire management of the affairs of the Association; shall appoint a Secretary, and may, at their discretion, employ a manager and such other agents and clerks and require such service and bonds, and allow such compensation therefore, as may be deemed proper; shall adopt such rules and regulations, provide and furnish such buildings or rooms, determine, fix and levy such dues, fees and assessments, and do and perform such other acts, not inconsistent with the Constitution and By-Laws, as, in their judgement, may be required to best accomplish the purpose of the Association.
Section 3. The Directors and Officers of the Association shall also be the Directors and Officers of the Corporation.
Rules and Regulations
Binding:
Section 4. All Rules and Regulations adopted by the Board of Directors shall be in force and binding upon the members of the Association and shall govern all cases, to which they may be applicable, after notice of them has been given.
Unauthorized Debts
Not to be Contracted:
Section 5. No officer or member of the Association or Board of Directors shall contract any debts on behalf of the Association, or in any manner or to any extent render the Corporation liable for the payment of any sum, without the sanction of the Board of Directors.
Liability of Members
for Debts of Association:
Section 6. No member of the Association shall be liable for debts of the Corporation beyond the value of his membership therein.Meetings and Quorums of Board of Directors
Meetings:
Section 1. The Board of Directors shall meet on the date of their selection as such, or as soon thereafter as may be practicable, and shall hold not less than four meetings during the year, at such times and places as may be determined by the President.
Quorum:
Section 2. Any number not less than five Directors shall constitute a quorum, and shall be competent to transact any business of the Association at any meeting of the Board.President:
Section 1. The President shall have immediate supervision and direction of the affairs and employees of the Association, subject to the direction and approval of the Board of Directors, shall call all meetings both of members and of the Board of Directors, and when present, shall preside at same, shall appoint all committees not otherwise provided, and shall be Chairman ex-officio of all committees, and shall do and perform all other duties incident to his office.
Vice-President:
Section 2. In case of the absence of the President, or of his inability from any cause to act, the Vice President shall, when present, perform the duties of the President; and in case of the absence of the President and the Vice President, then the Board of Directors shall appoint one of their number to perform such duties for the time being.
Treasurer:
Section 3. The Treasurer shall receive all funds belonging or payable to the Association and deposit same in bank in the name of the Southern Cotton Association. He shall pay by checks all bills and accounts against the Association, when certified by the President. He shall keep an account of all receipts and disbursements in a book kept for that purpose, which, together with all vouchers and other records, shall be at all times subject to the examination of the Finance Committee and the Board of Directors. He shall render a report at each meeting of the Board and a general report at the close of each fiscal year, shall be responsible for the proper accounting for all receipts and disbursements, and at the expiration of this term of office, he shall deliver to his successor all funds, books, papers and other property of the Association in his possession.

Secretary:
Section 4. (a) The duties of the Secretary, who may not necessarily be a member of the Association, shall be in all respects subject to the requirements of the Board of Directors, or of the President, and his term of office and compensation shall be determined by the Board.
(b) In addition to his regular duties, the Secretary shall visit all of the important Arkansas, Missouri, Louisiana, Mississippi and Tennessee points at least twice during the year, for the purpose of collecting and disseminating such information as will be of interest to the members of the Association; and he shall make such other visits either to the important points or smaller contiguous towns as may be requested by the District Chairman.
District Chairman:
Section 5. The President shall appoint a District Chairman in each city having five or more members. It shall be the duty of the District Chairman to call meetings in his particular district as become necessary, but there shall be as many as two such meetings during the year, and the time of these meetings shall be so arranged as to coincide with the visits of the Secretary. Each district shall include the smaller towns contiguous to the city in which a District Chairman is appointed, and a geographical division of such smaller towns shall be made by the Directors.
Section 6. It shall be within the discretion of the Board of Directors to combine duties of any two officers of the Association.Committees
Section 1. At the annual meeting of the Board of Directors, or as soon thereafter as may be practicable, the President, subject to the approval of the Board, shall appoint the following Standing Committees:
Finance Committee:
(a) A Finance Committee composed of three members, one of whom, the Chairman, shall be a Director, whose duty it shall be to have general supervision of the finances of the Association, and to audit the books and accounts of the same prior to the annual meeting each year, and at such other times as may be deemed advisable, or requested by the Board of Directors.

Committee on
Arbitration:
(b) Whenever arbitration is requested, the President shall appoint a special Arbitration Committee of three (3) in each particular case, which committee shall be composed of members and/or non-members of this Association, none of whom shall be directors. This Committee shall have charge of such disputes pertaining to the cotton trade as may be referred to it by the President; and it shall be the committee's duty, when called upon to arbitrate any differences and/or disputes which may arise between members, or between members and non-members of the Association; and an award by the majority of said committee shall be binding, subject only to the right of appeal by either party to the Committee on Appeals.
Committee of Appeals for
Grade & Staple:
(c) The Committee of Appeals for Grade and Staple shall consist of representatives of member firms of this Association appointed by the President. Decision of this Committee shall be final.
Committee of Appeals,
Matters other than
Grade & Staple:
(d) Committee of Appeals, composed of five members, all of whom shall be Directors, whose duty it shall be to hear and decide all disputes pertaining to the cotton trade, except on class and staple, submitted to them on appeal from decisions of the Arbitration Committee and a decision rendered by the Committee shall be final.
Committee on
Membership:
(e) Committee on Membership, composed of nine members, none of whom shall be Directors, whose duty it shall be to cast mail ballots on any application for membership submitted to them by the Secretary.
Fair Practices Committee:
(f) The President, when called upon, shall appoint a committee of three (3) to be known as the Fair Practice Committee. It shall be the duty of this Committee to investigate complaints that any member of this Association has made shipments, either for domestic or for export, for the purpose of reaching a decision as to whether the quality of the cotton shipped is so deficient as to constitute conduct inconsistent with just and equitable principles of trade. Should the Committee reach such a decision in any case, it shall be its duty to issue, through the Secretary, a warning to such member.

Should the committee reach such a decision a second time with respect to the same member, it shall be its duty to file with the Board of Directors, through the Secretary, a written complaint against such member, in order that the Directors may proceed under the By-Laws.
Standing Committees:
(g) The President each year shall appoint the following committees: Classification & Fiber Testing, Domestic Mill Rules & Arbitration, Futures Contract, Foreign Affairs, Gins, Compresses & Warehouses, Insurance, National Affairs, Public Relations & Membership, Spot Quotations, and Transportation.
(h) Such other committees as may be deemed advisable may be appointed from time to time.
Section 2. The compensation or reimbursement of expenses incurred by committees may be provided by the Board of Directors; but committeemen shall receive no remuneration for their services.Alteration or
Suspension of By-Laws:
Section 1. The By-Laws may be altered, amended, or suspended only by a two-thirds vote of the members present voting at any annual meeting or a two-thirds mail vote of all members of the Association.Directors for ACSA:
Section 1. The two members of this Association who shall serve as Directors of the American Cotton Shippers Association shall consist of the President and Vice President.

Voting Delegates at
Convention of ACSA:
Section 2. The Board of Directors of this Association shall select five members who shall attend the Convention of the American Cotton Shippers Association for the purpose of casting the five ballots allotted to this Association whenever any measure is put to vote by the affiliated associations. In the absence of action by the Board of Directors in naming these delegates, the ranking officer of this Association present at the Convention of the
American Cotton Shippers Association shall have the authority of appointing any five
members of the Southern Cotton Association to act as voting delegates.Dissolution:
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Membership dues for all classes of membership, as provided for in Article 4, Section 1, shall be $50.00 per annum, payable at the time of issuance of certificate of membership, and payable in advance on each August 1 thereafter. The Southern Cotton Association shall also collect the applicable membership dues for the American Cotton Shippers AssociationClause 1. In addition to the annual membership dues as provided in Rule A, each ACTIVE member of the Association shall: pay such per bale fees for the account of the Southern Cotton Association on each bale of cotton handled by him or his representative (unless bale fees for a particular area are paid to another federated association), as maybe assessed or levied by the members in annual meeting or by the Board of Directors between annual meetings.
Clause 2. In addition to the per bale fees provided for above, each ACTIVE member of the Association shall pay such per bale fees for the account of the American Cotton Shippers Association on all cotton handled by him, irrespective of location, as may be assessed or levied by the members in annual meeting or by the Board of Directors between annual meetings.
(a) No member shall pay per bale fees on cotton handled by him on which per bale fees have been paid by him to one of the affiliated associations of the American Cotton Shippers Association.
(b) Owners of subsidiary firms shall register the names of their subsidiary firms and shall be responsible to the association for their per bale fees.
Clause 3. Per bale fees shall be due and payable in installments on January 1, April 1, July 1, and October 1 of each year.To every member becoming indebted to the Association for any amount, due notice thereof shall be mailed by the Secretary. If, at the expiration of 30 days from date of mailing, the amount remains unpaid, another notice shall be sent by registered mail to such member together with a copy of this rule. At the time of mailing of such second notice, the name of such member shall be placed on the list of delinquents. If, at the expiration of 10 days thereafter, the said indebtedness and any other subsequently accrued shall not have been fully paid, the membership of such member shall automatically be terminated, subject to ratification by action of the Board of Directors. A member terminated pursuant to this section shall be entitled to reinstatement only upon submission of a new application for membership, not earlier than one (1) year from such termination date, pursuant to procedures in effect at the date of such application.