SOCIETY OF CHEMICAL INDUSTRY
AMERICA GROUP (“SCI AMERICA”)
By-Laws
September 17, 2013
1
INDEX
I.
ORGANIZATION PURPOSE AND OBJECTIVES
II.
EXECUTIVE COMMITTEE
III.
OFFICERS
Chair
Vice Chair
Secretary
Treasurer
IV.
STANDING COMMITTEES
Audit Committee
Medals Committee
Membership Committee
Nominating Committee
Publicity and Communication Committee
V.
VI.
MEMBERSHIP
AWARDS
Chemical Industry Medal
Perkin Medal
Gordon E. Moore Medal
VII. SCHOLARSHIP PROGRAMS
SCI Scholars Program
Perkin Medal Scholarship
2
VIII.
AMENDMENTS TO THE BY-LAWS
IX.
PROVISIONS OF LAW
Definitions
Society of Chemical Industry, America Group (“SCI America”), founded in New
York, America in 1894, www.sci-america.org
Society of Chemical Industry (“SCI”), founded in 1881 and registered as a UK Charity
(No. 206883), a multi-disciplinary membership society connecting scientists and
business people to advance the application of chemistry and related sciences for public
benefit, www.soci.org
I.
ORGANIZATION PURPOSE AND OBJECTIVES
A. Name: Society of Chemical Industry, America Group (“SCI America”)
B. Organizational Purpose
Established in 1894, SCI America is a group associated with the UK based Society
of Chemical Industry (SCI).
SCI America’s mission is to recognize achievement in industrial chemistry and in
doing so educate the public about important progress being made to advance
chemical science and publicize the chemical industry’s positive contributions to
society. It also encourages people to pursue careers in industrial chemistry. SCI
America is best known for its premier awards which acknowledge technical and
management achievement. SCI America runs several scholarship programs in
support of its mission.
Another aspect of its mission is to offer its members the opportunity to become
part of a network of industry thought leaders and researchers. Its annual Innovation
Day conference allows researchers and technologists to exchange views on the
state and future of chemical research.
C. Registered Address: The address of the registered office of SCI America is 315
Chestnut Street, Philadelphia, PA 19103.
D. Relationship between SCI America and SCI
SCI authorizes SCI America to operate under its trademark within the USA, subject
to the terms and conditions of any Brand User Licence Agreement between them
from time to time (Appendix 1). SCI provides this licence and promotes and
supports the activities of SCI America in return for a share of SCI America
3
membership dues (refer Section V. E). SCI America members are not part of SCI
governance and are therefore not subject to the privileges or obligations covered by
the Charter, By-Laws and Rules of SCI eg. voting or participation in SCI
governance committees. There is no legal or financial relationship between the
parties beyond the scope of any Brand User Licence Agreement
E. Sources of Funding
SCI America receives its funding through three major sources
 Dues paid by its individual and corporate members
 Income from fundraising events
 Interest from its checking accounts and portfolio of fixed income
instruments
F. Major Programs
In keeping with its organizational purpose, SCI America selects individuals who
have made significant contributions to industrial chemistry and recognizes them
with medals at award dinners. It sponsors a nationwide competition for college
chemistry and chemical engineering majors with the winners receiving stipends
and summer internships at member companies. It provides an annual scholarship
to a graduate student in chemistry. Finally, in partnership with the Chemical
Heritage Foundation (“CHF”), it holds an annual conference for industry
technologists on the latest trends and issues in chemical research.
II.
EXECUTIVE COMMITTEE
The business of SCI America shall be managed by an Executive Committee. New
members of the Executive Committee shall be proposed by the Nominating
Committee, with final approval by the then current Executive Committee, from
members of good standing and consisting of a Chair, Vice Chair (who shall be
Chair-Elect), Secretary, Treasurer, immediate Past Chair, and twelve (12)
additional members-at-large, and shall be approved by the Executive Committee.
Nine (9) members shall constitute a quorum, and a majority of those present and
voting shall be sufficient to transact any business, unless otherwise stated herein.
The Chair, after completing his/her full term of one year, shall not be eligible for
re-election as Chair or Chair-Elect until one year has elapsed. The Secretary and
Treasurer shall be eligible for re-election.
The members-at-large of the Executive Committee shall be divided into three
classes of four members each and four members shall be elected each year to
serve for a term of three years. All members-at-large retiring from two terms of
office shall be ineligible for re-election to that office until after the lapse of one
year. In case a member of the Executive Committee shall fail to attend three
consecutive Executive Committee meetings, the Executive Committee may drop
4
the member from its number and appoint another member to fill the unexpired
term.
All terms of office shall begin on April 1st and terminate on March 31st of the
following year, except that for members-at-large the term of office for each class
shall terminate on March 31st of the third year following election. Vacancies on
the Executive Committee occurring between elections may be filled by the
Executive Committee by appointment for the balance of the unexpired term.
The Executive Committee shall meet in September and in March and at such
other times as it may be called together by the Chair or by notice signed by a
majority of its members. The Executive Committee meetings are held at a hotel
in, New York City, in March and at the Chemical Heritage Foundation,
Philadelphia, in September on the same days as the award dinners take place.
Every member of SCI America shall have the right to present proposals in writing
and, on invitation of the Chair, to be heard by the Executive Committee.
III.
OFFICERS
A. Chair
The Chair is the spokesperson for the Society and presides at all functions. He/she
has overall responsibility for coordination and administration of the organization.
The Chair cooperates with the Secretary in preparing and suggesting material for
the agenda of the Executive Committee meetings. The final approval of this
agenda is the responsibility of the Chair. The Chair shall be responsible for the
operation of the SCI America Scholars Program and give regular reports to the
Executive Committee on the program’s status. If during the Group’s annual period
any officer should resign from his/her position, the Chair shall appoint a member
to complete the term.
Shortly after taking office, the Chairman shall appoint: (i) Chairpersons and
members of the following committees:
Audit, Medals, Membership,
Communications, Nominating and any other committees that the Chair may deem
necessary, subject to the approval of the Executive Committee.
The Chair shall also have such other powers and duties as the Executive
Committee shall from time to time prescribe.
B. Vice Chair
The Vice Chair shall assume complete responsibility for the two award dinners and
assume the responsibilities of the Chair when the Chair is unavailable.
Additionally, the Vice Chair shall assist the Chairman in any way that the
Chairman deems appropriate.
5
C. Secretary
The Secretary shall handle general correspondence and take minutes at Executive
Committee meetings and issues to Committee members. In consultation with the
Chair, the Secretary shall prepare and distribute the agenda for Executive
Committee meetings. Additionally, the Secretary shall assist the Chairman and
Vice Chair in any way that they deem appropriate. The Secretary coordinates
activities of the Perkin Medal Selection Committee, as a non voting member.
D. Treasurer
The Treasurer shall oversee and review the financial affairs of SCI America,
ensure separate checking account and investment accounts are properly
maintained, provide the annual financial reports to the Executive Committee on a
calendar year basis, to be reviewed at the March meeting, ensure accounts are
maintained on a cash basis, provide quarterly interim financial reports to members
of the Executive Committee, oversee the preparation of all federal, state and city
tax forms, approve the disposition of funds in the investment accounts (bonds,
certificates of deposit, etc.), and with the assistance of the SCI America
Coordinator, the Treasurer shall prepare a budget to be submitted at the March
meeting of the Executive Committee.
The Treasurer shall implement procedures to ensure that: two signatures are
required on all checks and wire transfers over $500; for checks and wire transfers
greater than $2000, one of those signatures must be an Officer. Additionally, the
Treasurer shall assist the Chair and Vice Chair in any way that they deem
appropriate
IV.
STANDING COMMITTEES
A. Term
The term of appointment for all standing committees is two years beginning April
1st and ending on March 31st, two years hence, except for the Nominating
Committee which is a one year term.
B. Audit Committee
The purpose of The Audit Committee is to assist the Executive Committee in the
oversight of SCI America’s accounting and financial reporting and to advise the
Executive Committee on financial and accounting policy issues. The Audit
Committee chair will provide for an annual audit of all transactions for the twelvemonth period ending December 31 and the Group’s assets as of December 31. The
scope should include examination of practices and controls, compliance with
authorities, and assure accuracy of financial statements. The audit report should be
presented at the subsequent March meeting.
C. Medals Committee
The Medals Committee shall submit nominations of candidates for the Chemical
Industry Medal, the Perkin Medal, and the SCI Gordon E. Moore Medal according
6
to the procedures outlined in the Medals Rules as adopted by the Executive
Committee. The committee shall advise the Executive Committee on all aspects of
the awards programs including, but not limited to, such matters as continuing
suitability of the rules for selection, suitability of the medals themselves, quality of
the awards programs and the timing of the selection process.
D. Membership Committee
The Membership Committee shall advise the Executive Committee on membership
target levels, classes of membership and annual dues, oversee the collection and
payment of dues, ensure an accurate membership roster, develop a plan to achieve
membership targets, and coordinate implementation of that plan.
E. Nominating Committee
The Nominating Committee shall propose a slate of officers from the current
Executive Committee members. The Committee shall also nominate four SCI
America members to serve three years to fill the four vacancies on the Executive
Committee that occur annually. It shall also nominate members to fill any vacancy
in unexpired terms on the Executive Committee; provided, however, the Executive
Committee may, at any time, appoint any members of SCI America to fill any
vacant unexpired term without the input of the Nominating Committee.
The Nominating Committee shall consist of a Chairman and two members, with
the immediate Past Chairman serving as Chairman of this committee.
The Committee shall consist of the Chair of SCI America and at least two other
members.
Members of the Nominating Committee are ineligible to fill any vacancy.
F. Communications Committee
The Communications Committee shall oversee and advise the Executive
Committee on the communications strategy, and to assist in and ensure its
implementation.
The Communications Committee chair will provide a
representative to the Chemistry & Industry Magazine editorial advisory board.
V.
MEMBERSHIP
A. There are two classes of membership: Individual memberships and corporate
memberships.
B. Individual Memberships
a. Membership is open to all individuals residing in the United States who
engage in or have an interest in industrial chemistry.
b. The membership year is coincident with the calendar year. Memberships and
the obligation for dues continue from year to year unless a member resigns
in writing.
7
c. Annual Dues are set by the Executive Committee and are due January 1st.
d. Any member in arrears of their dues payment for more than one calendar
year may be dropped from membership by action of the Executive
Committee.
C. Corporate Memberships
a. Membership is open to all U.S. based chemical companies or to U.S.
subsidiaries of foreign chemical companies.
b. The membership year is coincident with the calendar year. Memberships and
the obligation for dues continue from year to year unless a member resigns
in writing.
c. Annual dues are set by the Executive Committee, with the amount based on
company revenues.
d. Any member in arrears of their dues payment for more than one calendar
year may be dropped from membership by action of the Executive
Committee.
D. The Executive Committee reserves the unilateral right to suspend or terminate any
membership if it deems actions by that member are deleterious to the goals or
reputation of the organization.
E. Sharing of dues with SCI
a. SCI provides the following services to SCI America and grants privileges to
SCI America’s individual members or employees of member companies:
i. use of the SCI brand within the US subject to the Brand User Licence
Agreement
ii.SCI promotes SCI America activities globally via its website
(www.soci.org), electronic newsletters and other promotional channels as
appropriate.
iii SCI America members may attend SCI conferences and seminars (at
member rates)
iv SCI America members may subscribe to SCI publications (at member rate
where applicable)v SCI America individual members receive a copy of
Chemistry & Industry Magazine.
vi SCI America corporate members receive a number of issues of Chemistry
& Industry Magazine in relation to their annual dues.
b. In recognition of services provided and privileges granted SCI receives in
July the following portion of dues collected annually:
i. For individual memberships, 50% of dues collected.
ii. For corporate memberships, 20% of dues collected.
VI.
AWARDS
A.
8
Chemical Industry Medal
The Chemical Industry Medal may be awarded annually, at the discretion of the
Executive Committee. The Medals Committee shall make a recommendation to the
Executive Committee regarding individuals qualified to receive the Chemical
Industry Medal. The recipient of the medal shall be a person who, in the opinion of
the Executive Committee, has rendered conspicuous service to applied chemistry.
The Executive Committee shall approve the rules for the Chemical Industry Medal.
B.
Perkin Medal
The Perkin Medal may be awarded annually, at the discretion of the Perkin Medal
Committee. The Perkin Medal Committee shall be comprised of representatives
from each of the following organizations: SCI America, American Institute of
Chemical Engineers, American Chemical Society and Chemical Heritage
Foundation. Each organization shall have the option to nominate a person for the
Perkin Medal. The Medals Committee shall make a recommendation to the
Executive Committee regarding who should be SCI America’s nominee for the
Perkin Medal. The Executive Committee shall make the final determination regard
who shall be SCI America’s nominee. The recipient of the medal shall be a person
who, in the opinion of the Perkin Medal Committee, has rendered conspicuous
service to applied chemistry. The Executive Committee shall approve the rules for
the Perkin Medal.
C.
Gordon E. Moore Medal
The Gordon E. Moore Medal may be awarded annually, at the discretion of the
Executive Committee. The Gordon E. Moore Medals Committee shall make a
recommendation to the Executive Committee regarding individuals qualified to
receive the Gordon E. Moore Medal. The Gordon E. Moore Medals Committee shall
be comprised of member company’s Chief Technology Officers. The recipient of the
medal shall be a person who, in the opinion of the Executive Committee, has
rendered conspicuous service to applied chemistry and is no older than 45 years. The
Executive Committee shall approve the rules for the Gordon E. Moore Medal.
VII.
SCHOLARSHIP PROGRAMS
SCI America has established the SCI America Scholars program to recognize
outstanding academic potential and encourage college students studying
chemistry or chemical engineering to seek careers in industrial chemistry. The
Executive Committee shall approve the rules for the SCI America Scholars
program.
SCI America has established the Perkin Medal Scholarship to promote research in
industrial chemistry at the graduate level. The Executive Committee shall
approve the rules for the SCI America Scholars program.
VIII.
AMENDMENTS TO THE BY-LAWS
A. Any petition for amendment of these by-laws and the reasons therefor shall be
submitted in writing to the Executive Committee at least 30 days prior to one of
its two yearly meetings.
9
B. Such petition may originate from any member of the executive committee or an
individual member or member company.
C. The executive committee may approve any amendment by majority vote at any
regularly scheduled meeting.
IX.
PROVISIONS OF LAW
The By-Laws of SCI America shall be subject to such provisions of the statutory
and common laws of the State of Pennsylvania as may be applicable to companies
organized under the laws of the State of Pennsylvania. References herein to
provisions of law shall be deemed to be references to the aforesaid provisions of
law unless otherwise explicitly stated. All references in these By-Laws to such
provisions of law shall be construed to refer to such provisions as from time to
time amended.
10
Appendix 1
QQ 134 SCI Brand User Licence Agreement with SCI America
1. Parties
This agreement (“Licence”) is made between the Society of Chemical Industry (“SCI”) of 14-15
Belgrave Square, London SW1X 8PS, United Kingdom and the Society of Chemical Industry
America International Group (“SCI America”) of 315 Chestnut Street, Philadelphia, PA 19106,
USA. (the “Licensee”) on September 1, 2013.
Upon acceptance of this Licence, the Licensee may use the “Brand Elements” in accordance
with the terms of the licence and the specifications in the SCI Brand Guidelines in force at the
time of execution of the licence.
2. User Licence
In return for a share of SCI America membership dues which are payable in accordance with
the By-laws of SCI America, SCI grants to SCI America a non-exclusive, royalty-free licence to
use the Brand Elements as outlined in the Brand Guidelines (Appendix 1) in the Territory and
in compliance with SCI America’s By-laws and all terms of this Licence, until SCI notifies SCI
America in writing of its amendment or cancellation. SCI reserves all rights not expressly
granted herein.
3. Definitions
A. “Brand Elements” means the graphic elements, including logos and designs as stipulated in
the SCI Brand Guidelines in force at the time of execution of the licence.
B. “Licensee” means SCI America.
C. “Brand Guidelines” are guidelines for use of the Brand Elements as attached as Appendix 1
and any subsequent versions issued by SCI and notified to SCI America.
D. “Territory” means the [United States of America]
4. Conditions of use
A. The SCI Brand Elements may be used within the Territory for the purpose of promoting SCI
America and its products, activities and services within the terms of this Licence.
B. SCI America may authorise those partner and contracted organisations listed below to use
the SCI Brand Elements, on their behalf, within the terms of this Licence.
At the time of signature, this authorisation applies to the Chemical Heritage Foundation in its
role as the SCI America secretariat and ACS as the organisation currently contracted to
administer the SCI internship programme as well as SCI America Executive Committee
11
members undertaking administration and promotion or any marketing or printing agencies
contracted by SCI America or the partners stipulated above.
C. SCI also permits use of the historical SCI logo (Appendix 2) for use specifically for the SCI
America awards dinner handbook to support the continuation of tradition.
D. SCI permits the registration of the domain name: www.sci-america.org provided it is used
solely for the purpose of promoting SCI America, follows the SCI Branding Guidelines and is
linked to the SCI website www.soci.org.
5. Restrictions
The Licensee may not:
i)
use the Brand Elements in a way that may cause confusion about whether a third
party’s products, services or activities are from SCI;
ii)
do or say anything that implies that SCI is affiliated with, sponsors, or endorses or
approves of any third party, or their products, services or activities other than as
contemplated by this Licence;
iii)
do or say anything that may cause confusion about whether SCI owns the Brand
Elements;
iv)
register, adopt or use any name, trademark, domain name or other designation that
includes or violates SCI’s rights in the Brand Elements or any SCI trademark in the
Brand Elements;
v)
use the Brand Elements in a way that would damage SCI’s reputation or goodwill in
the Brand Elements; or
vi)
alter, damage or distort the Brand Elements or combine them with any other
symbols, words, images or designs, except as expressly authorised by SCI in
writing.
6. Ownership and Use
A. SCI holds the US trademark registration No. 2,790,056 (Application No. 1043195) for
“SCI” (Classes 9, 16, 41) (“the Mark”). The trademark certificate attached in
Appendix 3 stipulates full details of the classes covered.
B. SCI America acknowledges that:
12
i)
SCI is the sole owner of the Brand Elements and the goodwill associated with the
Brand Elements;
ii)
SCI America will not acquire any right, title or interest in the Brand Elements because
of its use of the Brand Elements, other than as set forth in this Licence;
iii)
SCI is the sole beneficiary of the goodwill associated with the Licensee’s use of the
Brand Elements; and
iv)
SCI will have the sole right to determine whether to take legal action to enforce or
defend its rights in the Brand Elements and will control any legal action concerning
the Brand Elements.
v)
The Licensee shall not dispute or challenge the validity of the Mark, or the rights of
the Licensor to the Mark, during the term of this Licence.
7. Quality Control
A. SCI America may use the Brand Elements in connection with advertising and marketing
materials, products, services and activities that:
i)
comply with the Brand Guidelines attached to this agreement as Appendix 1; and
ii)
comply with all applicable laws, rules and regulations.
B. Proofs for materials bearing the SCI Brand Elements must be approved by SCI before
they go to print or are published electronically. Once templates for materials have been
approved by SCI, these can be used for future versions without need for further
approval, provided that they meet the terms of this Licence. Marketing material
published (in print or electronically) by SCI America using the Brand Elements should be
sent to SCI either as PDFs or links for reference and as evidence to defend the Mark.
C. If SCI alters its Brand Elements or Brand Guidelines, it undertakes to inform SCI
America in writing so that the latest version can be applied to all marketing materials.
Once an alteration has been advised, SCI America must use the updated, authorised
version in order to comply with this Licence.
D. SCI America will cooperate with SCI to facilitate a periodic review of SCI America’s use
of the Brand Elements and compliance with the Brand Guidelines. SCI America shall
promptly correct and remedy any deficiencies in its use of the Brand Elements and
conformance to the Brand Guidelines upon reasonable notice from SCI.
8. Indemnification
SCI America will indemnify and defend SCI from and against third party claims,
costs and expenses (including reasonable attorneys’ fees) arising out of a) SCI
products, services, activities and any content on SCI America’s advertising and
materials to the extent such content was not provided by SCI or b) SCI America’s
Brand Elements, or c) SCI America’s failure to comply with all applicable
regulations.
damages,
America’s
marketing
use of the
laws and
SCI will indemnify and defend SCI America from and against third party claims, damages,
costs and expenses (including reasonable attorneys’ fees) arising out of any rights granted
by SCI to SCI America under this Licence .
Each party shall promptly notify the other of any actual or suspected infringement of the
Mark within the Territory that comes to its attention (“Infringement”).
13
The Licensee shall co-operate fully with the Licensor in taking all steps required by the
Licensor, in its sole discretion, in connection with any Infringement, including, without
limitation, legal proceedings in the name of the Licensor or in the joint names of the parties.
The Licensor shall be responsible for the cost of any legal proceedings it requires and is
entitled to any damages, account of profits and/or awards of costs recovered. The Licensee
shall use its best endeavours to assist the Licensor in any legal proceedings relating to any
Infringement.
Except in the case of death or personal injury caused by negligence, or fraudulent
misrepresentation, neither party shall be liable to the other party in connection with this
Licence for any loss of profit or contracts, goodwill or anticipated savings or wasted
expenditure, or any indirect, special or consequential loss or damages (including costs),
whether caused by its negligence or that of its servants or agents or otherwise.
9. Term and Termination
Either party may terminate this Licence at any time upon twelve (12) months’ written notice
to the other. In addition, SCI reserves the right in its sole discretion to modify any consent
previously given to use the Brand Elements upon three (3) months written notice to SCI
America. SCI America shall cease all use of the Brand Elements on the effective date of
termination of this Licence.
SCI may terminate this agreement immediately by giving notice to the Licensee if the
Licensee commits any breach of this Licence and fails to remedy the breach (to the extent
that the breach is capable of remedy) within twenty-one days of SCI’s notice.
10. General
A. Amendment. No amendment shall be made to this Licence unless approved in writing
by all the parties.
B. Notices. Any notices may be served by any party by sending it by first class post or
delivering by hand to the address of the recipient set out at the beginning of this Licence
and any notice so sent or delivered by hand shall be deemed to be received within five
working days of posting or immediately upon delivery by hand.
C. Governing Law. This Licence shall be governed by and construed in accordance with
the laws of England and Wales and all the parties agree to submit to the non-exclusive
jurisdiction of the English courts.
D. Relationship between the Parties. Nothing in this Licence is intended to nor should
create any partnership or joint venture between the parties.
E. Entire Agreement. This Licence contains the entire understanding between the parties.
F. No Assignment. The Licensee may not assign the benefit or burden of this Licence
without the SCI’s prior written consent.
11. Signatories
14
AGREED by the Parties through their authorised signatories:
For and on behalf of SCI
For and on behalf of SCI America
_____________________________
_________________________________
Signed
Signed
Joanne Lyall
Andreas Kramvis
Executive Director
Chairman of the Executive Committee
15