B. The Association shall maintain its principal office in the State of Texas, in the County of Montgomery, in the City of Willis, at 12878 Pelican Island Drive.
 

B. To promote better business methods and higher business standards among the persons and firms associated with the industry.

C. To represent the interests, common policies, requirements and purposes of Association members.

D. To promote the protection of the environment and encourage compliance, as well as knowledge and understanding of both the letter and spirit of applicable laws and regulations.

E. To promote research and investigation to the end of protecting the environment.

F. To provide a medium for exchange of experiences, discussion, and study of affairs affecting the industry and Association members.

G. To develop and disseminate forms, policies, and procedures that will benefit the total industry.

H. To monitor legislation affecting the industry at federal and state levels.

I. To assist in the training, education, and professional development of all persons involved in the industry.

J To engage in any lawful activities which will serve the Association members and achieve the foregoing purposes, subject to the limitations set forth in the Association Charter and By-laws.

The following rules shall conclusively bind the Association and all persons acting for, or in its behalf.

A. No part of the income of the Association shall inure to the benefit of, or be distributable to its members, directors, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Association purposes.

Notwithstanding any other provision of the Association’s By-laws, the Association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under section 501-C (6) of the Internal Revenue Code.

B. Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all the assets of the Association, and make equal distribution of the funds to all Association members in good standing, or dispose of the funds in such other manner as the Board of Directors shall determine.

C. The Association shall not adopt any practice, policy, or procedure that would result in discrimination on the basis of race, color, religion, creed, age, national origin, or sex.

B. To qualify for membership such firm or corporation shall have had a minimum of two such contracts for one (1) year or one such contract for two (2) years, be sponsored by one or more Association members in good standing, and be approved for membership by the Board of Directors of the Association.

C. Distributor members will serve on the Board of Directors, or on a Committee for a minimum of one year out of every four, in order to remain as a member in good standing.

A. Any firm or corporation that manufactures and markets lubricants for use on board deep draft vessels engaged in Domestic and/or International commerce, and contracts with blenders, distributors, consignees, or agents to affect delivery of said lubricants, shall be eligible in the supplier category.

B. To qualify for membership such firms or corporations shall have bona fide contracts with deep draft vessel owners which require that lubricants be delivered to their vessels when they are engaged in Domestic and/or International commerce, submit a letter of application to the Executive Director of the Association, and be approved for membership by the Board of Directors of the Association.

D. Supplier member firms may serve on committees.

A. Any firm or individual having common interests with the Association, that can not be classified as a Distributor or Supplier may be eligible as an Associate. However, an eligible distributor or supplier may make written application to the board of directors for admission as Associate members.

B. To qualify for membership such firms shall be proposed for membership by a member in good standing and be approved by the Board of Directors of the Association.

C. Associate members shall be nonvoting members.

D. Associate members may serve on committees.

A. The Association shall hold an annual meeting of the membership for the purpose of electing the members of the Board of Directors, receiving annual reports, and such meetings shall have full power to make, adopt and effectuate such decisions, policies, resolutions, rules, and regulations as it may deem to be in the best interest of the Association.

B. A quorum for any meeting of the general membership shall consist of at least one third (1/3) of the members eligible to vote at such meeting, or a minimum of ten of such members, whichever is less.

C. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either by email, mail or by facsimile, to each member entitled to vote at such meeting, not less then twenty-one (21) days prior to the date of such meeting. In the case of a special meeting or when required by statute or by existing By-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member firm at the address as it appears on the records of the Association, with postage thereon paid. Any member may waive notice of any meeting.

D. Special meetings of the membership may be called by the Board of Directors.

E. "Robert’s Rules of Order", as revised, shall govern the conduct of all meetings of the Association and of the Board of Directors whenever specific provisions of the By-laws are not applicable.

F. Privilege of the floor at meetings of the Association shall be governed by the provisions of articles III and IV of these By-laws, but the presiding officer in his or her discretion may allow any person the courtesy of the floor.

A. The Board of Directors shall be responsible for the conduct of the affairs of the Association, shall carry out and implement the directions, policies, resolutions, rules and regulations of the annual membership meeting and shall elect the officers of the Association. The Board shall report on it’s activities to the general membership and make recommendations for improving the policies and practices of the Association

B. The Executive Director shall be appointed by the Board of Directors, responsible to the Board of Directors, and empowered by the Board of Directors to supervise and control all business activities of the Association, and execute the responsibilities of the Association’s officers as delegated by the incumbent. He or she may sign contracts or other instruments which the Board has authorized to be executed, except when the law otherwise requires. He or she shall not be a voting member of the Board of Directors. He or she shall be compensated for time and expenses in accordance with an agreement with the Board of Directors.

C. The Board of Directors shall be composed of four members; three of whom shall be elected by the voting members at the annual meeting of the membership and the fourth member shall be the immediate past president of the Association.

D. The tenure of the Directors shall be two years from the date elected. Directors may serve consecutive terms.

E. Regular meetings of the Board shall be held without other notice immediately preceding or immediately following the annual meeting of the membership. The Board may resolve to hold other regular meetings without notice.

F. Special meetings of the Board may be called by two or more Directors, who may specify time and place of subject special meeting. Notice of Special meetings shall be given at least two days prior. Notice to each director shall be by personal delivery, by email, by mail, by telegram, or by facsimile to his or her given address. Any Director may waive notice of any meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except when a Director attends a meeting in order to object to the transaction of any business because the meeting has not been lawfully called or convened.

G. A quorum shall be three Directors for the transaction of business at any meeting of the Board of Directors. If less then a majority is present at a meeting, those present may adjourn the meeting without further notice.

H. Action without a meeting may be taken if consent in writing, agreeing to the action so taken, shall be signed by all of the Directors.

I. A vacancy on the Board may be filled by the Directors present even though they may represent less then a quorum. A Director elected to fill such a vacancy shall be elected until the next annual meeting of the membership.

J. Presumption of agreement. A Director who is present at a meeting where action is taken on an Association matter shall be presumed to have agreed to the decision reached unless he/she shall request that his/her dissent be entered into the minutes of the meeting, or files his/her written dissent with the President of the Association within two days after the meeting has adjourned. A Director who has voted in favor of such action shall have no right to such dissent.

A. The officers of the Association shall be President, Vice President, and Secretary /Treasurer.

B. The officers shall be members of the Board of Directors and shall be elected by the Board of Directors to serve two year terms. The Executive Director shall not hold any office, but shall execute the responsibility of those offices as directed by the incumbents, and shall have the authority of those offices as delegated by the incumbents.

C. Any officer may be removed by the Board of Directors with cause whenever in its judgment the best interest of the Association would be served thereby.

D. The President shall be the principal executive officer of the Association, but shall be subject to the control of the Board of Directors. The President shall supervise and control all business activities of the Association. The President, or his appointed deputy, shall preside over all meetings of the Board of Directors.

E. The Vice President shall perform such duties as the President of the Board of Directors may assign.

F. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors and prepare and deliver all notices to comply with any provision of these by-laws or as required by law.

G. The Treasurer or his appointed deputy shall receive all moneys due and payable to the Association and deposit all moneys in the name of the Association in the banks or other depositories designated by the Board of Directors; be responsible for all funds; present a financial report to the Board of Directors and to the membership annually.

The Deep Draft Lubricant Association (DDLA) is a trade association composed of persons and

Companies interested in the delivery of petroleum lubricants to deep draft vessels. The DDLA is publishing these antitrust guidelines to ensure that its meetings, activities and discussions will be conducted in strict compliance with U.S. antitrust laws. As a precondition for attendance at regular and special meetings of the DDLA, DDLA committees, task forces and work groups and the DDLA Board of Directors, and for participation in all other DDLA activities (hereinafter sometimes referred to collectively as "DDLA" meetings"), members of the DDLA shall adhere to these guidelines. The purpose of the DDLA is to provide a forum for legally permissible discussions by persons and companies interested in the delivery of petroleum lubricants to deep draft vessels related to such activities. It is the policy and intent of the DDLA to operate at all times in strict compliance with United States antitrust laws and, as applicable, the analogous antitrust or competition laws of other jurisdictions. By attendance at DDLA meetings and/or participation in DDLA activities, a member agrees with this policy.

a) Any agreements among distributor members (as deified in Article III, Section I of the By-laws), supplier members (as defined in Article III, Section 2 of the By-laws) or distributor and supplier members concerning the price to be paid by them for petroleum lubricant services or the terms and conditions on which petroleum lubricant services will be bought or sold. The DDLA may draft model contract provisions as assistance to members.

b) Any agreements which are intended to, or which in operation are likely to, harm non-participants, including without limitation agreements with the intent or effect of excluding non-participants from access to delivery opportunities or markets.

c) Any agreement allocating any market, territory, customer or supplier, or groups thereof.

2. Recognizing that the existence of an unlawful agreement or concerted practice may be inferred from circumstances, including information exchanges, discussions or disclosures of the following types of information, except where such information has otherwise been made public, are PROHIBITED at DDLA meetings:

a) Individual member prices or other terms of sale or purchase;

b) Individual member price differentials, price mark-ups, discounts, allowances or credit terms;

c) The prices, terms and conditions contained or to be contained in any individual arrangement for the sale, purchase or delivery of petroleum lubricants between any distributor and any supplier;

d) The intentions of any distributor member with regard to the purchase or delivery of petroleum lubricants from any supplier;

e) The intentions of any individual supplier member with respect to the sale or delivery of petroleum lubricants to any distributor;

f) Individual company costs of production, delivery, distribution or operation, cost accounting formulas or methods of computing costs;

g) Individual company figures on sources of supply, production, inventories, sales or capacity;

h) Matters relating to individual competitors, suppliers or customers, in particular in respect of any action that might have the effect of excluding them from the market;

i) Information as to future plans of individual companies, for the production, purchase, sale, distribution, delivery or marketing of particular products, including proposed territories of supplier members, distributor members and customers;

j) The future intentions of any individual supplier member or distributor member, concerning the price, marketing, purchase, sale, delivery or production of petroleum lubricants, intentions to enter into or withdraw from petroleum lubricants activities at any geographic market or delivery area, or concerning new technology;

k) Exchange of historical market information, particularly information less than one year old which would permit the ascertainment of any of the above company specific information.

A. In any instance in which the By-laws of the Association conflict with the laws of the State of Texas, the procedures prescribed by statute shall prevail.

A. These By-laws may be amended, repealed, or altered in whole or part by a majority vote of the members at any annual or duly authorized membership meeting of the Association.

These By-laws were adopted by the members at a membership meeting on 26^th April 2006 in Charleston, South Carolina. 100% of the members present voted for adoption.