By-laws

Article I – Name

Section 1.

The name of this corporation is the Northeastern Ice Association, Inc., organized under the "General Not For Profit Corporation Act" of Delaware. This corporation is hereinafter referred to as the Association.

Article II – Objectives

Section 1.

The objective for which this Association is formed are to: promote the interests of the Ice business; to elevate the standards of the Industry; to fairly represent the interest of the Ice industry to governmental agencies at the local, state and federal levels; to encourage and maintain equity among its members; to establish ethical practices; to advocate the exchange of ideas and information among its members regarding all questions of mutual interest; to cooperate with other organizations whose members are engaged in similar or related lines of business, and to promote friendship among those engaged in the Ice industry.

Article III – Offices and Seal

Section 1.

Offices: The principal office of the Association shall be located in Fenwick, Delaware, or in such other city as may be determined by the Board of Directors.

Section 2.

Seal: This Association shall have and use a seal bearing the name of the Association.

Article IV - Membership

Section 1.

All members of the Northeastern Ice Association shall be called by the same name, i.e., Members of the Northeastern Ice Association. It is not necessary for members of the Northeastern Ice Association to also be a member of the International Packaged Ice Association.

Section 2.

The membership of the Association shall be divided into these categories:

(1) ACTIVE MEMBERSHIP – Any person, firm or corporation engaged in the production or distribution of ice usually in any area of the Northeastern United States, but not limited to, also any person, firm or corporation engaged in supplying services, equipment, or supplies used in the production or distribution of ice shall be eligible for Active Membership in this Association.

(2) HONORARY MEMBERSHIP – Honorary Membership may be conferred by the Board of Directors of the Association; upon persons who have rendered eminent service to the ice industry or this Association. Honorary Lifetime Members shall be exempt from dues payments, and shall be entitled to attend any convention of this Association with the payment of the normal registered fee.

Section 3.

Monies from dues may be used to support projects or other activities if approved by the membership at any regular or called meeting of the Association by a quorum.

Article V – Resignation and Cancellation of Membership

Section 1.

Resignation – Any member of this Association may at any time resign there from in writing to the Board of Directors, upon payment of his indebtedness to the Association.

Section 2.

Cancellation – Membership of the Association may be subject to cancellation by the Board of Directors of the Association for non-payment of dues or other indebtedness, or because of insolvency or bankruptcy, upon sixty (60) days written notice addressed to the members at their last known address.

Section 3.

Termination for Cause – Any member may be terminated by majority vote of the Board of Directors for failure to abide by the by-laws of the Association or for conduct judged to be unethical or prejudicial to the interests of the Association or the Ice Industry. Any member terminated for cause shall be notified in writing and shall have the right of appeal to the Association membership. If by a majority vote, the Association does not sustain the action of the Board of Directors, the member shall be immediately reinstated.

Article VI – Dues

Section 1.

Dues and assessments, and the manner of assessment and collection thereof, shall be determined by the Board of Directors of the Association and shall be fixed on an uniform basis for each type of membership.

Section 2.

The fiscal year of this Association shall begin January 1 of each year, and end on December 31 of the same year, and all membership fees shall be for such fiscal year.

Article VII – Committees

Section 1.

Board of Directors – There shall be a Board of Directors whose duties will be to manage the affairs of the Association. The Board shall consist of the following members including: President, First Vice-President, Second Vice-President, Treasurer, Executive Director/Secretary, Past President, and six (6) Directors, elected as hereinafter provided. The Treasurer, Executive Director/Secretary, and Past President are non-voting members.

Section 2.

The election and installation of Board of Officers and Directors, who shall constitute the Board of Directors, shall take place at the spring meeting of the Association. One-third (2) of the directors shall be replaced every year so that each serves a period of the three (3) years or until a successor has been chosen. Members of the Board are eligible for two (2) consecutive terms, except the Past President who shall not be eligible until he/she has been out of office for one.

Section 3.

All special and standing committees of the Association, except the Board of Directors, shall be appointed by the President, and they shall be directly responsible to the Board of Directors for the proper performance of their prescribed activities. The President shall be a member ex-officio of all such committees.

Section 4.

In the event of death, disability or resignation of the President of the Board, the first Vice-President shall succeed the President automatically and shall serve the remainder of the Presidents unexpired term.Any other vacancy in an officer position shall be filled by the Board of Directors at its first meeting following the occurrence of the vacancy. Any individual according to, or appointed to fill, a vacant officer position, shall be eligible for election to a full term in that position as otherwise specified in these by-laws.

Article VIII – Voting Rights

Section 1.

Each member Company or company location in good standing, including international member companies, shall be entitled to one vote on any question at annual or special meetings, provided requisite fees for the meeting have been paid.

Section 2.

Quorum pertaining to the Board of Directors meeting – six members of the Board of Directors shall constitute a quorum. The presence of a majority of all the members of the Board shall be necessary at any meeting to constitute a quorum and transact business. The President, First Vice-President, Second Vice-President and the six (6) Directors have voting rights. No member may vote in a meeting by proxy.

Section 3.

Quorum pertaining to an Association meeting – A majority of the Association members present and voting at any regularly called meeting shall constitute a quorum. No member may vote in a meeting by proxy.

Article IX – Officers

Section 1.

President: The President shall preside at all meetings of the Association and Board of Directors. He or she shall appoint all special and standing committees, except the Board of Directors and shall be a member ex-officio of such committees.

Section 2.

First and Second Vice-President: The First Vice-President shall assume all duties of the President in the event of the latter’s absence. In the absence of both the President and First Vice-President from or at any meetings, the Second Vice-President shall assume all duties.

Section 3.

There will be an office of Treasurer, whose responsibilities shall be to have custody of all funds of the Association, and shall deposit same in the name of the Association in such a bank as the Board of Directors may delegate. He or she shall be responsible for all disbursements from the Association revenue, and shall present a financial statement at each Meeting of the Association. At the termination of his or her time as treasure, which time is now undetermined, he or she shall deliver to his or her successor all records, accounts and monies, taking a receipt therefore.

Section 4.

There will be an office of Executive Director/Secretary. Such Executive Director/Secretary shall be an appointed person, appointed after a vote of approval of the Board of Directors. During the performance of the duties of the Executive Director/Secretary, a monetary compensation, amount determined by the Board of Directors, shall be given to the person of the Executive Director/Secretary. The Executive Director/Secretary shall be responsible for all notices of the Association and committee meetings. A summary of all meetings shall be kept, request for Association dues shall be made and monies forwarded to the Treasurer; attendance at all meetings and assist the President, responsible for formulation of spring and fall meetings after time and place is determined by the Board of Directors; shall perform all secretarial duties with regards to association requirements for the benefit of all Association members.

Section 5.

Officers and Directors of the Northeastern Ice Association shall be engaged in the manufacturing, sale, and distribution of ice, they may also be suppliers of equipment or services related to the ice industry.

Article X – Meetings

Section 1.

Meetings: The date and location of each meeting of the Association shall be determined by the Board of Directors. The Executive Director/Secretary shall mail to each member a notice of time and place of such meetings at least thirty (30) days prior thereto.

Section 2.

Additional Meetings: Additional meetings of the Association may be called by the Board of Directors, its President, or at the written request of the majority of the membership. Notices of such meetings, and the business to be transacted shall be mailed to each member by the Executive Director/Secretary.

Section 3.

Order of Business: The order of business at all of the Association meetings shall be under the direction of the Board of Directors, and Robert’s Rules of Order shall be the governing parliamentary law of the Association in all cases not specifically provided for by its by-laws.

Article XI – Rules and Regulations

Section 1.

The Association may adopt such Rules and Regulations, to secure its objects, as it may see fit, and all members of the Association shall abide by all the requirements and conform to all the Rules and Regulations thereof which may from time to time be adopted.

Section 2.

Rules and Regulations may be adopted, amended, or repealed at any meeting of the Association or at any special meeting called for that purpose by a majority vote of the general membership.

Article XII – Amendments

Section 1.

This Constitution and by-laws, or any part thereof, may be amended or repealed at any meeting of the Association, by a vote of two-thirds or more of those present and entitled to vote, provided notice of the proposed amendment, addition or repeal is mentioned in the notice of the meeting.

Revisions:

10/07/2005 Article I Change by-laws to read Massachusetts Not for Profit Corporation