ARTICLES OF INCORPORATION
as amended through May 2005

ARTICLE I
Name of Society
The name of this Society is the American Oil Chemists' Society (and may do business as AOCS).

ARTICLE II
Definition and Purpose of the Society
The American Oil Chemists' Society is a nonprofit corporation as defined in Louisiana statutes. It is an association of chemists, engineers, other scientists and technologists. Its purpose is to encourage the advancement of technology and research in oils, other lipids, and associated substances; to bring about standardization of analytical methods, equipment and materials used in these methods; to improve the professional competence of these chemists, engineers, other scientists and technologists; to provide professional communication through technical publications and scientific meetings; and to encourage education and training at all levels in these important fields of science and technology.

ARTICLE III
Office and Agent
The Society shall have and continuously maintain in the State of Louisiana a registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the State of Louisiana as the Governing Board may from time to time determine.

ARTICLE IV
Qualifications of Members
SECTION 1. THE SOCIETY AND ITS MEMBERS. The Society is a nonstock corporation. All members shall be elected in the manner provided in the bylaws and, unless exempt, shall pay such membership dues as are fixed by the Governing Board.

SECTION 2. CLASSES OF MEMBERSHIP. Society membership is divided into seven classes, namely: members, honorary members, student members, corporate members, retired members, emeritus members, and fellows.

SECTION 3. HONORARY MEMBERS. Persons who are currently not a member of the Society who have rendered unusual service to the AOCS or to a field consistent with areas of interest to AOCS may be nominated as Honorary Members. Nominations for Honorary Membership shall be directed to the Governing Board. Honorary Membership is granted by a unanimous consent of the Governing Board. Honorary Members shall be elected for life and will be given the option of receiving a complimentary subscription to the Society's membership and news publication(s). Honorary Members do not have voting rights of membership.

SECTION 4. MEMBERS. A member at the time of election shall have a professional interest in the science and technology of fats, oils and related substances.

SECTION 5. STUDENT MEMBERS. Student members, at the time of their election and during the term of their membership, shall be regularly matriculated full-time students (as such designation is defined by the student's school), graduate or undergraduate, with an interest in the science and technology of fats, oils and related substances. Student members shall enjoy all rights and privileges of membership, except that they shall not be entitled to hold office or vote.

SECTION 6. CORPORATE MEMBERS. A corporation or firm having an interest in the science and technology of fats, oils and related substances.

SECTION 7. RETIRED MEMBERS. A member who is 62 years of age and who works fewer than 150 days per year may, upon application, become a retired member and must reaffirm their eligibility annually. Retired members shall retain full rights and privileges of members and shall receive the benefits of reduced membership dues as determined by the Governing Board.

SECTION 8. EMERITUS MEMBERS. A member who is eligible for retired member status and who has completed 35 years of membership may, upon application, become an emeritus member. Retired members, past presidents, AOCS Award of Merit winners, and A.R. Baldwin Distinguished Service Award winners may become emeritus members by two-thirds affirmative vote of the Governing Board. Emeritus members shall be exempt from payment of dues for life. The Governing Board may from time to time make policies to establish other criteria through which retired members may achieve emeritus membership status by two-thirds vote of the Governing Board.

SECTION 9. AOCS FELLOWS. Persons whose achievements in science entitle them to exceptionally important recognition or who have rendered unusually important service to the Society or to the profession may be nominated as AOCS Fellows. Such contributions are not limited to research, but may include such areas as industrial achievement, leadership, education, administration, communications, or regulatory affairs. Any member who has made such a contribution and has been a member of the Society for at least fifteen (15) years shall be eligible for consideration. The Governing Board shall determine the process for selection of AOCS Fellows. The total number of Fellows at any given time cannot exceed 2% of total membership at the end of the year prior to the nomination. The honor does not have to be bestowed each year. Honorary members at the time of the establishment of AOCS Fellows are automatically given Fellow status and retain all rights of Honorary membership.

SECTION 10. RESIGNATION. A member not in arrears for dues or other indebtedness to the Society (and who is not under charges for violation of the Articles of Incorporation or Bylaws) may resign from membership by written notice to the secretary. The Bylaws may provide for resignation by a member in default on current dues.

ARTICLE V
Governing Board and Committees
SECTION 1. GOVERNING BOARD. The Governing Board shall consist of the president, vice president, secretary, treasurer, immediate past president, and eight members elected at large. In addition, there shall be five ex officio nonvoting members, to wit: the chief staff executive of the Society, the chairperson of the Education and Meetings Steering Committee, the chairperson of the Technical Steering Committee, the chairperson of the Publication Steering Committee, and an individual to be chosen for a two-year term by the Division Council from its current or past membership.
The Governing Board shall set policies, build and implement strategic plans, direct and manage the overall affairs of the Society . The Governing Board shall have authority to establish board committees it deems necessary for the proper direction and management of the Society. Chairpersons and second vice chairpersons of board committees shall be selected from the members of the Governing Board, but non-board members may serve on board committees when specific expertise or experience is necessary for the successful work of the committee.

SECTION 2. EXECUTIVE COMMITTEE. The president, the vice president, the secretary, the treasurer, the immediate past president and the chief staff executive (who shall be nonvoting) shall constitute the Executive Committee of the Governing Board. The Executive Committee shall interpret and further the policies of the Society when the Governing Board is not in session. However, matters of substantial importance to the Society shall not be decided by the Executive Committee without consulting the Governing Board except in the case of an emergency requiring immediate action. The Executive Committee may be called into session at any time by the president or by any two members thereof. Action may be taken at any meeting, and any meeting may be held in person, or by telephone or other electronic communications that allow those in attendance to communicate instantaneously with each other. All actions of the Executive Committee shall be reduced to writing, and all action on matters of substantial importance shall be promptly reported to all other members of the Governing Board. All other actions shall be reported at the next meeting of the Governing Board. Upon request of any member of the Governing Board, any or all actions of the Executive Committee shall be discussed at the next meeting of the Governing Board.

SECTION 3. STEERING COMMITTEES. There shall be five permanent steering committees, to wit: the Membership Services Steering Committee, the Financial Steering Committee, the Education and Meetings Steering Committee, the Technical Steering Committee, and the Publication Steering Committee.
The secretary shall serve as chairperson of the Membership Steering Committee.
The treasurer shall serve as chairperson of the Financial Steering Committee.
The chairperson of the Education and Meetings Steering Committee, the Technical Steering Committee and the Publication Steering Committee shall be appointed by the Governing Board. A second vice chairperson for each of the five permanent committees shall be recommended by the Executive Committee and appointed by the Governing Board from the at-large membership of the Governing Board.
All permanent committees shall meet at least annually at such time and place as may be fixed by the committee chairperson. A special meeting of the committee may be called by the chairperson, the chief staff executive or by any two members thereof. All actions of a committee shall be reduced to writing and reported to the next meeting of the Governing Board.
Chairpersons of the education, and technical steering committees shall be appointed by the Governing Board and shall serve no more than two consecutive full three-year terms. Terms of office for these chairpersons shall be staggered so that no full terms expire in the same year. The procedure for establishing the initial staggering of terms shall be established by the Governing Board. The Chairperson of the publications steering committee shall be appointed by the Governing Board and shall serve no more than two consecutive full five-year terms.

ARTICLE VI
Officers and Their Election
SECTION 1. THE OFFICERS AND THEIR ELECTION. The officers shall be a president, a vice president, a secretary and a treasurer. The officers shall be elected by secret ballot each year by a majority vote of the ballots cast and shall serve a term of one year or until successors are duly elected and qualified with the exception of the offices of secretary and treasurer. The elective terms of the secretary and the treasurer of the Society shall be for two years and with the possible election for no more than two consecutive terms. The elected terms of the secretary and the treasurer may not begin in the same year. The annual election shall be conducted by the Nominating and Election Committee in accordance with the Bylaws of the Society. If there is a tie vote for any office, one of the candidates shall be elected by a majority vote of the Governing Board holding office at the time of the election. The president and the vice president may not serve two consecutive terms.
The vice president shall run unopposed unless at least four members of the Nominating and Election Committee shall vote to submit an additional nomination or nominations to the membership.

SECTION 2. THE PRESIDENT. The president shall preside over meetings of the Governing Board, shall be in charge of maintaining liaison between the Governing Board and the Society headquarters, shall provide general leadership to the Society, shall make committee appointments subject to approval of the Governing Board, shall arrange for representation by the Governing Board at least once a year at a meeting of each section and shall perform those tasks customarily performed by the president of the corporation.

SECTION 3. THE VICE PRESIDENT. The vice president shall preside over the Governing Board in the president's absence and, at the president's direction, shall represent the president at events and meetings important to the Society, shall handle such special assignments as may be made by the president, and shall perform such other tasks as are customarily performed by the president of the corporation.

SECTION 4. THE TREASURER. The treasurer shall be responsible for supervision of the financial activities of the Society, shall serve as chairperson of the Financial Steering Committee and shall perform the tasks customarily performed by the treasurer of the corporation.

SECTION 5. THE SECRETARY. The secretary shall keep the official minutes of the meetings of the Governing Board and all meetings of the Society membership and shall serve as chairperson of the Membership Steering Committee. In addition, the secretary shall perform the tasks customarily performed by a secretary of the corporation.

ARTICLE VII
Board Members-at-Large
Eight board members-at-large shall be elected by secret ballot and shall serve for a term of two years or until successors are duly sworn and qualified. Four such board members shall be elected each year. A member-at-large may not serve more than two consecutive terms. Their election shall be at the time of the election of officers, conducted by the Nominating and Election Committee in accordance with the Bylaws of the Society. Vacancies among the at-large members may be filled by the president with the unanimous consent of the remaining Board members .

ARTICLE VIII (Deleted)

ARTICLE IX
Examination Board
The Examination Board shall consist of five voting members. The chairperson shall be appointed by the Governing Board. The Examination Board shall conduct its duties as provided in the Bylaws.

ARTICLE X
Meetings of the Society
SECTION 1. TIME AND PLACE OF MEETINGS. There shall be at least one meeting each year, determined in advance by the Governing Board, which shall be the annual meeting of the Society.

SECTION 2. ANNUAL MEETINGS. At the annual meetings, the officers shall be certified as elected. They shall take office as the last order of business. The call for this meeting shall be issued at least 30 days prior to the date set for it, by publication in the official news publication of the American Oil Chemists' Society or by written communication addressed to each member at the member's last known address appearing on the books of the Society. All bylaws, rules, regulations, and resolutions adopted or promulgated by such annual meeting or by special business meetings shall control the affairs of the Society except where inconsistent with the constitution and the laws of the State of Louisiana.

SECTION 3. SPECIAL BUSINESS MEETING. A special business meeting of the Society may be called at the discretion of the Governing Board. The call for the meeting shall be issued at least 30 days prior to the date set for it and shall state the business to be considered. No other business shall be transacted at the meeting. Publication of the call for a special meeting in the official news publication of the American Oil Chemists' Society or by written communication addressed to each member at the member's last known address appearing on the books of the Society shall be considered official notice.

ARTICLE XI
Quorum
At any annual or special business meeting, any member may cast said member's vote in person (including electronically if attending in such manner) or by written proxy. Fifty members present in person, by telephone or by other form of electronic communication that allows those members in attendance to communicate instantaneously with each other shall constitute a quorum. Except as otherwise provided by law or by these articles, a majority of votes cast upon any question shall control.

ARTICLE XII
Amendment of the Articles of Incorporation
Amendments to the Articles of Incorporation shall be presented in writing to the Governing Board and if approved by a majority of the Board, may be presented at any duly called meeting of the Society. Sixty days' notice prior to the meeting at which the proposed amendment is to be considered shall be given by publication in the official news publication of the American Oil Chemists' Society and by written communication addressed to each member at the member's last known address on the books of the Society. The amendment shall be adopted if approved by the affirmative vote of a two-thirds majority of the members voting. Members may vote in person or by proxy at the meeting. Proxy ballots are to be sent to all members with the notification and an explanation of the proposed amendment.

ARTICLE XIII
Duration of the Corporation
The duration of the corporation shall be perpetual.

ARTICLE XIV
Dissolution
No part of the net earnings of the Society shall inure to the benefit of any private shareholder or individual. In the event of the dissolution of the Society, its assets shall be applied first to the payment of its obligations. Any assets remaining shall be transferred by the Governing Board to an organization selected by the Governing Board whose purposes are similar to the purpose of the Society, provided that no part of the net earnings of such organization shall inure to the benefit of any private shareholder or individual. If the Governing Board does not deem such disposition suitable, it shall transfer the assets to such other scientific organization as the Governing Board shall determine, provided that no part of the net earnings of such organization inures to the benefit of any private shareholder or individual.