BY-LAWS OF THE SOUTHERN ICE EXCHANGE

Dues and assessments, and the manner of assessment and collection thereof, shall be determined by the Board of Directors of this Association at each annual meeting.

The fiscal year of the SIE shall begin July 1st of each year and end on June 30th of the succeeding year and all dues shall be for such fiscal year.

Section 1:Board of Directors: The business, property and affairs of this Association shall be managed by a Board of Directors composed of – not less than three (3) persons or no more than twelve (12) persons each of whom shall be members or associate members of this Association.

The President, Vice President, Secretary/Treasurer, and Past President of the Association shall be the Directors of this Association.

Section 2:The Directors of this Association shall serve a term of one (1) year; the Board members shall serve a term of three (3) years; and the Supplier Representative shall serve a term of three (3) years.

The Board of Directors will nominate a member to a vacancy to the Board during the annual board meeting and the nominees will be presented to the members at the annual convention/meeting for a vote and approval of the general membership. Additional nominees may be nominated from the floor at the time of elections providing they meet all the requirements for membership.

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

Section 3:The Board of Directors shall transact all business of this Association. It shall determine the policies, fiscal matters, employment of staff and other personnel policies and, in general, assume responsibility for the guidance of the affairs of this Association.

Section 4:Quorum – The presence of a majority of all the directors shall be necessary at any meeting to constitute a quorum to transact business. When a quorum is present of the actions of the majority of directors present at a meeting, shall be the actions of the Board of Directors.

Section 5:The annual meeting of the Board of Directors shall be held prior to the Annual Meeting of the members each year, and at such times thereafter as the Board may deem necessary. Notice of each special meeting shall be given by the Executive Director or President to each director not less than ten (10) days before the meeting, unless the director shall waive notice thereof before, at or after the meeting. Minutes from the preceding Board meeting must be approved by a majority vote of the Board meeting at the next Board meeting.

Section 6:Vacancies occurring in the positions of Officers or Directors shall be filled by election of the remaining directors.  Each person so elected to fill a vacancy shall remain a director for the remaining term. Such person can be nominated by the Board for an additional term and then voted on by the membership at the annual meeting.Section 7:Any director, officer and/or employee may be removed by a majority vote of the Board of Directors whenever, in the judgment of the Board, the best interests of the association will be served thereby.Section 8:The President and Treasurer shall present their respective reports of the operation of the association for the preceding year at the annual meeting of the Board of Directors and/or the annual convention of the members.

Officers:The Officers of the Board of Directors shall be the officers of this Association. They shall consist of the President, Vice-President, Secretary/Treasurer, all of whom shall be members of the Board of Directors. Each officer shall be elected to hold office for a period of one year but may be re-elected for additional periods of one year without limitation.

President:The President shall preside at all meetings of this Association and at the Board of Directors' meeting. The President shall be the Chief Executive Officer of this Association and perform all duties usually pertaining to the office of the President.

Vice President:The Vice President shall preside at all meetings of the Board of Directors in the absence of the President. The Vice President shall perform all such other duties usually pertaining to the Office of the Vice President.

Secretary/Treasurer:The Treasurer shall keep a record of the accounts of this Association and report thereon at each regular meeting of the Board of Directors as well as make a report at the annual meeting when requested. The Secretary/Treasurer shall have custody of all funds of this Association and shall deposit said funds in the name of this Association in the bank as the Board of Directors may designate. The Secretary/Treasurer shall record the minutes of all meetings and have custody of the seal of this Association as well as give notices of all meetings required by statutes, by-laws or resolutions.

Supplier Representative:The Supplier Representative shall represent the ideas and goals of the suppliers/associate members of our association. The Supplier Representative shall work with the President and Executive Director on the annual convention with regards to the exhibits.

The Association shall have such special and standing committees as the Board of Directors deem necessary, and members of such committees shall be appointed by the President. They shall be directly responsible to the Board of Directors for their duties. The President shall be a member ex-officio of all such committees.

Annual Meeting:The annual meeting of the membership of this Association shall be held in the spring of each year a place that the Board of Directors may designate.

Special Meeting:Special meetings may be held at the call of the President or by written request of one-third of the members of the Board of Directors. Notices of such meetings shall be mailed to each member of the association at his or her usual place of business with no less than fifteen (15) days notice.

Quorum:A majority of the members registered for the annual meeting shall constitute a quorum for the transaction of business at the annual meeting. A majority of the members shall constitute a quorum for the transaction of business at a special meeting. No member may vote in a meeting by proxy.”

Voting:Every member (ice manufacturer and associate) of this Association present at a meeting who is in good standing shall have the right and be entitled to one vote upon every proposal presented at the meeting of this Association.

Order of Business:The order of business at the Annual Meeting and all meetings of this Association shall be directed by the Board of Directors and “Robert’s Rules of Order” shall be parliamentary authority for all matters of procedure not specifically covered by these by-laws.

Antitrust laws explicitly prohibit agreements or understandings between two or more businesses to, among other things, regulate prices or quantities of goods or services, to allocate customers or territories, to hinder or limit a competitor or potential competitor’s operations, to otherwise unreasonably to restrain business activity or to engage in discriminatory pricing or servicing.

Southern Ice Exchange is committed to full compliance with antitrust laws and will not risk impairment of the functions it performs as a trade association by misuse of any of its activities in a manner that might violate these laws. The guidelines set forth below, though not all-inclusive, have been established to prevent any possible violation.

Prohibited Discussions

Southern Ice Exchange members shall not discuss or exchange with a competitor information regarding prices (except when buying from or selling to the competitor, and then only those specifics), any information which might affect prices (price differentials, discounts, margins, costs or terms of sale), customer lists, future pricing/marketing/policy plans, bids or procedures for responding to bids and any subject which unfairly affects competition.

Prohibited Agreement

Southern Ice Exchange members must not agree with competitors to uniform terms of sale, warranties or contract provisions. Furthermore, members must not agree to divide customers or territories with a competitor.

Prohibited Actions

Southern Ice Exchange members shall not act jointly with one or more competitors to put another competitor at a disadvantage. Members may not attempt to prevent a supplier from selling to a competitor. Members cannot boycott or refuse to deal with a particular supplier or customer.

Consequences of Violating the Antitrust Laws

Violation of these laws can be costly, involving possible jail time and heavy fines. The rules above are not complete. Any activity involving agreement or joint action with your competitor may be illegal. Members of Southern Ice Exchange must understand the prohibitions and requirements of the antitrust laws for several reasons:  (1) an understanding of the laws is essential to compliance; and (2) by understanding the laws, Southern Ice Exchange members will be able to protect themselves and Southern Ice Exchange from potential violations of the law caused by others.

The membership may later amend, revise, add to, repeal or rescind these by-laws and/or adopt new by-laws by a majority vote of the members, provided that notice of the proposed alteration, amendment, revision, addition, repeal or rescission of the by-laws or adoption of new by-laws shall have been given at least fifteen (15) days preceding the meeting.