Ratified April 26, 1965
As Amended October 28, 1982; April 1, 1989; April 1, 1991; April 1, 1994; April 1, 1995; April 1, 1997; July 21, 2000, May 14, 2002, February 14, 2005, March 28, 2005; April 3, 2006 and April 15, 2015.
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Under the Articles of Incorporation of AACC International Inc., hereinafter referred to as the Association, the offices are located at 3340 Pilot Knob Road, St. Paul, Minnesota 55121. The location of such offices may be changed, or other offices established, by the Board of Directors acting within those limitations defined by Chapter 317, Minnesota Statutes, known as the Non-Profit Corporation Act.
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The Corporate Seal shall be circular in form, shall have inscribed thereon the name of the Association, the year of its incorporation, the words "Corporate Seal, State of Minnesota," and the sketch of a chemical retort previously adopted as a symbol. The Corporate Seal shall be in the custody of the Executive Officer, who will affix the Seal to official documents of the Association.
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Section 1. Powers.
All powers of the Association, are vested in its membership through their duly elected Officers and Board of Directors operating within the limitations imposed on them under Chapter 317, Minnesota Statutes, and Section 501(c)(3) 1954 of the United States Internal Revenue Code, and any amendments, modifications, and legal interpretations thereof, and including Constitution and the Articles of Incorporation.
Those powers usually exercised by the elected Officers and Board of Directors include: directing the management of the business, property, publications, and funds of the Association and its officially designated Committees, Panels, Sections, and Divisions, and other appointive positions as described elsewhere in this Constitution.
Section 2. Prohibitions.
The Association is specifically prohibited from:
- Engaging in any activity that is not educational, scientific, or charitable as defined by the United States Internal Revenue Code. The current Association President, President-Elect or Immediate Past President along with the Executive Officer may discuss if the Association should offer a response to specific requests or issues and determine the mechanism within the Association or determining the response. Any responses should be for the purpose of providing objective scientific information. The Association may:
- Provide timely science-based information to national and international policy making organizations that are engaged in formulating issues, opinions, recommendations, regulatory policies directly or indirectly related to cereal science and/or products.
- Respond to requests for expert testimony or a scientific response when such information is within the expertise of the membership.
- Disseminating propaganda, attempting to influence legislation, or participating or intervening in any political campaign related to public office.
- Engaging, in whole or part, in collective bargaining or other dealings with employers or employees related to grievances, employer-employee relationship, or terms and conditions of employment.
- Engaging in any activity that is, or might be interpreted as being in conflict with the constitutional rights of its membership as established by the government of the United States of America. It is the policy of the Association to comply strictly with all laws applicable to the Association activities. United States Federal, and most State, laws strictly prohibit sexual harassment. The Association policy specifically prohibits sexual harassment by or against any employee, member, officer, or other volunteer, vendor, or customer, hereafter referred to as individual. The policy covers sexual harassment complaints that fall within the scope of official Association activities, such as but not limited to, day-to-day operations, meetings, educational programs, committee activities, etc. The Association believes that mutually respectful, pleasant, non-coercive interactions between individuals will best serve the well-being of each individual employee as well as that of the Association. Sexual harassment of anyone will not be tolerated. Sexual harassment is defined as follows: Any unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitutes harassment when:
- Submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment.
- Submissions to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual (Some examples of employment decisions are hiring, promotions, performance ratings, salary increases, or preferred work assignments.)
- Such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment. (Physical or verbal advances, remarks, jokes, teasing or posting of sexually explicit pictures are a few examples.)
Sexual harassment may occur in situations where one person has power over another, but it can also occur between equals. Both men and women can be sexually harassed. Sexual harassment need not involve physical conduct. Spoken words and non-favorable gestures of a sexual nature may constitute sexual harassment.
If an individual believes that he/she has been sexually harassed, or have witnessed any type of sexual harassment or inappropriate behavior you should:
- Advise the person causing the sexual harassment that such behavior is inappropriate and that he/she would like it to stop.
- If an individual prefers not to discuss the matter with that person, or that person fails to respect his/her request, he/she should promptly report such sexual harassment and inappropriate behavior to his/her supervisor, department head, or if appropriate, Association officer.
- If his/her supervisor or department head cannot resolve the complaint or is the subject of the complaint, he/she should report such conduct to the Human Resource Department or senior management. He/she may also contact an officer of the Association.
Upon such report, the Association will investigate the complaint and attempt to resolve it, giving careful consideration to protecting the rights and dignity of all people involved to the extent that circumstances will permit.
No adverse or retaliatory action whatever will be taken against an individual for filing a sexual harassment complaint with the Association. Any individual found to have engaged in sexual harassment or retaliation will be subject to appropriate disciplinary action depending on the individual circumstances, including change of work assignment, suspension with or without pay and possible termination of employment or removal from membership or termination as an officer of the Association. Any vendor or customer found to have engaged in sexual harassment shall temporarily or permanently be suspended from doing business with the Association.
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Objectives and Activities
Section 1. Objectives.
The objectives of this Association as stated in the Articles of Incorporation are to engage in those activities that will advance and encourage scientific and technical research on cereal grains and related materials, their processing and utilization, and to provide, on a nonprofit basis, a means of bringing this information together, reviewing and organizing it on the basis of its scientific merit, and making it available, through its technical conferences and such publications as best serve the purpose of doing so, to its members as a part of the privileges enjoyed by such members, and to other interested scientists, scientific groups, foundations, and institutions throughout the world.
Section 2. Publications.
In accordance with the objectives of the Association described in Section 1, the Association shall publish such journals, monographs, and handbooks as will best bring together the contributions to the scientific knowledge of cereals, cereal products, related materials, technical applications, and laboratory methodology that will encourage the advancement and recognition of cereal science and technology. In addition, one of the publications shall provide a means for the recording of Officers' reports, Technical Committee reports, proceedings of business and technical meetings, and general information concerning Section, Division, and member activities.
Publications will be administered by executives recommended by the Executive Vice President and approved by the Board of Directors.
The Editorial Policy for each publication shall be established by the Board of Directors in consultation with the Editor. Such Editorial Policy shall become a part of the Bylaws of the Association.
As a means of supporting the cost of publishing its journals, the Editors of such journals may provide for the appearance of advertising material of a suitable nature appropriate to the publication as defined in the Bylaws. All income from such advertising shall be used to support the activities of the Association.
Section 3. Meetings.
The Association shall hold meetings as defined in Article VIII of this Constitution.
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Membership, Dues, and Privileges
Section 1. Classes of Membership.
The Association shall consist of Regular, Student, Corporate, Honorary, Life, and Countries with Developing Economies (CDE) Members. A membership period shall be 12 consecutive months.
- Regular Members. Any person working in or interested in the field of cereals and related products is eligible for membership. Membership is activated upon receipt of the applicant's dues.
- Student Members. Any person presently enrolled, as a full-time student in an accredited college or university is eligible for student membership, provided his/her application is endorsed by a faculty member who is a Regular, Corporate, CDE, or Life Member of the Association. Any Student Member may remain in good standing only so long as he/she continues his/her course of study, provides evidence of same annually, and remains current in his/her membership dues.
- Corporate Member. Any corporation, institution, business, or partnership desirous of lending support to the activities of the Association may become a Corporate Member upon application and payment of the appropriate dues. Each Corporate Member must designate only one representative of the corporation, institution, business or partnership to receive publications and notices from the Association and otherwise participate actively in Association activities as described under Membership Privileges, Article V, Section 4. An Alternate Corporate Representative may be designated to receive notices from the Association.
- Honorary Member. Honorary Members are elected by the unanimous vote of the Board of Directors in recognition of those individuals who are not members of the Association but have rendered unusual service to the Association or to the science of cereals or related materials. Nominations for Honorary Membership shall be made by the Board of Directors. When a candidate is elected to Honorary Membership, the President shall arrange for the presentation of a suitable certificate, thus giving public recognition to the achievements of the individual.
- Life Member. Life Membership shall be granted to persons who have reached the status of retired individuals who have been Regular Members of the Association for 20 or more years. The 20 years required to become a Life Member do not have to be continuous years. Those persons desirous of continuing their relationships with the Association in this manner must apply in writing to the Executive Officer requesting the change in membership status.
- Countries with Developing Economies Member. Any individual person that is working in or interested in the fields of cereals or related products and is living in a country designated by the Board of Directors based on economic need as described in the Bylaws.
Section 2. Membership Applications.
Applications for Regular, Student, and Corporate Membership shall be made in writing on the membership Application Form provided for this purpose by the Association. The completed application form, accompanied by the necessary annual dues shall be directed to the business offices of the Association for further processing, in accordance with the Bylaws.
Section 3. Dues.
- General. Dues for membership in the Association are established by this Constitution.
- Annual Dues
- Regular Members: The dues for Regular Members will be determined by the Board of Directors on an annual basis at the mid-year Board of Directors meeting. The Board of Directors shall determine the dues structure for a given calendar year by multiplying the current dues by the percent change in the Consumer Price Index for All Urban Consumers (CPI-U) for the previous 12 months (composite published by the U.S. Department of Labor). The result of the calculation is rounded to the nearest dollar amount. In addition to CPI calculations, the Executive Officer may adjust dues annually based on postage increases. The Board of Directors may elect to forego any or all of a dues increase or decrease that may result from the above calculations. The Board of Directors may institute an additional dues increase upon approval of the membership voting to amend or change the Constitution under the procedure described in, Article XIII, Section 2, Amendments to the Constitution.
- Student Members: The dues for Student Members shall be determined by the Board of Directors in the manner specified in subsection (a) above.
- Corporate Members: Dues for Corporate Members shall be determined by the Board of Directors.
- Honorary and Life Members: Honorary and Life Members are exempt from payment of dues and assessments.
- CDE Members: Dues shall be 30% of Regular Member dues.
- Allocation of Dues.
A portion of the dues for Regular, Student, and Corporate Membership constitutes payment in full for annual subscription to the appropriate Association journal as designated by the Board of Directors and shall be set-aside for this purpose in the Publications Account of the Association.
At such time as the current operational expenses of the Association cannot be met out of funds on hand, the Treasurer may recommend that the Board of Directors levy an assessment against all Regular Members in an amount not to exceed the annual dues for one year. Such an assessment must be approved by the Board of Directors.
- Delinquent Members Reinstatement.
Dues for all membership classifications are payable in advance upon receipt of invoice. Members become delinquent when their dues and assessments are not paid on or before the due date marked on the invoice. Delinquent members will be removed from the membership rolls. If a member becomes delinquent for nonpayment of dues or assessments and desires reinstatement, the member may do so by applying to the business offices of the Association and remitting payment in full for the next 12 months.
Section 4. Privileges of Members.
- Voting Rights. Only Honorary Members (elected before April 29, 1965), Regular Members, Life Members, Student, and CDE Members of the Association shall be entitled to vote.
- Eligibility for Association Offices. Only Regular and CDE Members shall be eligible for election or appointment as Association Officers or Members of the Board of Directors.
- Floor Privilege. All membership classes shall have the privilege of the floor at Association meetings.
- Committee Privilege. All membership classes are eligible to serve on committees.
- Publications. Regular, Student, Honorary, Corporate, and Life Members of the Association shall receive an appropriate Association journal as designated by the Board of Directors and are entitled to any other Association publication for an additional fee to be determined by the Board of Directors.
- Developing Country Members shall receive a select number (as determined by the International Executive Council and approved by the Board of Directors) of journal articles online and are entitled to other Association discounts offered to Regular Members. Membership to the Section serving their geographical location is included in their membership dues.
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Officers and Directors
Section 1. Officers.
- The Officers of the Association shall be the President, President-Elect, Immediate Past President (Chair of the Board), and Treasurer.
- All Officers and Directors shall assume the duties of their office at the conclusion of the last meeting of the Board of Directors at the Annual Meeting immediately following their election.
- The Treasurer of the Association is appointed by the Board of Directors for a three-year term of office and may be reappointed for one additional three-year term. At the option of the Board of Directors, an incoming Treasurer may serve for one year as Treasurer-Elect without voting powers on the Board of Directors. This is to provide orientation and continuity in the position of Treasurer.
- The President-Elect is elected for a one-year term of office, at the end of which he/she shall succeed to the office of President.
- In the event of a vacancy in the office of President, the President-Elect shall immediately succeed to the office of President and continue in office until the next elected President-Elect would normally succeed to the Presidency.
- If any other elective office becomes vacant during the normal term of an incumbent, the office shall be filled for the unexpired term from the Regular and CDE Membership rolls of the Association by approval of the Board of Directors based on nominations put forth from the Nominating Committee.
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Section 2. The Board of Directors.
- The Board of Directors shall consist of a total of ten members from Regular and CDE Members of the Association.
- The Board of Directors shall be composed of the President, President-Elect, Treasurer, Immediate Past President (Chair of the Board), and a total of six members from Regular or CDE Members of the Association, three of whom have been elected by ballot of the eligible voting membership; and three of whom have been appointed by an Association President-Elect and approved by the Board of Directors. The Immediate Past-President shall preside at Board of Director meetings. The non-officer members of the Board of Directors shall serve for a period of three years; the membership shall elect one Director each year.
- In the event of one or more vacancies on the Board of Directors, the remaining members of the Board of Directors, although they may be less than a quorum, shall elect from the eligible Regular or CDE Membership roster the necessary successor(s) to serve out the unexpired term(s).
Section 3. Directors Salaries.
All elected Officers as well as members of the Board of Directors shall serve without compensation.
Section 4. Liability of Association Officers and Directors.
Every director, officer, committee member, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him/her in connection with any proceeding to which he/she may be made a party or in which he/she may become involved, by reason of his/her being or having been a director, officer, committee member, or employee of the Association, or any settlement thereof, whether or not he/she is a director, officer, committee member, or employee at the time such expenses are incurred, except in such cases wherein the director, officer, committee member, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, committee member, or employee may be entitled.
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Duties of Officers and Board of Directors
Section 1. President.
- The President shall preside at the Annual Business Meeting of the Association. He/she shall have the power to call meetings of the Board of Directors and of the Association.
- The President shall appoint all ad hoc committees and task groups and define the duties, membership, and lifetime of the committee or group. The President may delegate such appointments at his/her discretion.
- On matters concerning the conduct of business of the Association, and additions to or changes in the Bylaws of the Association, the President, at his/her discretion, may poll the Board of Directors by appropriate means if it is expedient to do so, in lieu of assembling the Board of Directors in special session.
Section 2. President-Elect.
- The President-Elect shall preside at the Annual Business Meeting of the membership in the absence of the President and assist him/her in the duties of his/her office. The President-Elect shall also assist the President and the Chair of the Board in carrying out the duties of the office.
- The President-Elect shall recommend and appoint one Regular or CDE member with approval of the Board of Directors to serve for a term of three years as a member of the Board of Directors.
- The President-Elect shall appoint all vacant committee and panel positions necessary to conducting activities of the Association in accordance with the Bylaws. The President-Elect may delegate such appointments at his/her discretion. Appointments to the committees, chair positions, and panels shall be made at least 30 days before assuming the Presidency of the Association. Before the mid-year meeting of the Board of Directors immediately following assuming duties of the President-Elect, the President-Elect shall appoint, with the Board of Director's input and approval, the Technical Program Team Leader for the annual technical program to occur in three years, and shall appoint the members of the Technical Program Team at least 30 days before assuming the Presidency of the Association.
Section 3. Immediate Past President (Chair of the Board).
- The Chair of the Board will organize the agendas and preside at all meetings of the Board of Directors.
- The Chair of the Board will assist the President and the President-Elect in carrying out the duties of the office.
Section 4. Treasurer.
- The Treasurer shall be responsible for the collection of all fees and monies due the Association, the payment of all bills and the recording of all receipts and expenditures in accordance with accepted accounting practices. These duties may be delegated to the Executive Officer.
- The Treasurer shall be responsible for the manner in which Association funds are held on deposit, allocated to various Association activities, and disbursed, as designated by the Board of Directors in the Bylaws of the Association.
- The Treasurer shall be responsible for the presentation to the Board of Directors for their approval an annual budget covering the operation of the Association and its activities. He/she shall also be responsible for the preparation of the annual financial statement for presentation to the members of the Association.
Section 5. The Board of Directors.
- The Board of Directors shall serve as the governing body of the Association as representatives of the membership.
- Within the limitations imposed on it by U.S. federal and state laws, the Articles of Incorporation of the Association, and this Constitution, the Board of Directors is responsible for the interpretation of the Constitution, and the enactment of the Bylaws governing the policies and activities of the Association.
- The Board of Directors shall appoint the Executive Editor for each Association journal. Tenure of office for such appointees shall be established in the Bylaws.
- The Board of Directors shall employ an Executive Officer (title to be assigned by the Board) to administer the business affairs and offices of the Association and any other duties assigned to him/her by the Board or the Officers. The Board shall also authorize the employment of whatever permanent or part-time help as may be necessary to conduct the affairs of the Association.
- At their discretion, the Board of Directors shall elect from nominations provided by the Nominating Committee successors to serve the unexpired terms of vacancies that might exist in the elective offices of the Association and the Board of Directors.
- In order to conduct the affairs of the Association, six members of the Board of Directors shall constitute a quorum.
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Section 1. Meetings.
The Association shall hold meetings for the purpose of: (a) technical discussion of scientific knowledge and research and (b) to promote further technical cooperation among its membership for the advancement of the sciences and technology of cereal and related materials. The location, time and scope of the meetings shall be designated by the Board of Directors.
Section 2. Annual Meeting
An Annual Meeting shall provide opportunity for members to conduct the business of the Association, receive reports of its technical and non-technical committees, and to honor, when the occasion arises, outstanding contributions by the presentation of appropriate awards. The Annual Meeting shall be held at such time and place designated by the Board of Directors. Notice of such meeting shall be transmitted to the members at least four months before the meeting. Should a national emergency exist, the Board of Directors may cancel or waive a general meeting and hold a meeting of the Board of Directors in lieu thereof. In all Annual Meetings for the purpose of transacting Association business, an attendance of 10% of the voting Members of the Association registered at such Annual Meeting shall constitute a quorum.
Section 3. Special Meetings.
Special meetings of the Association or meetings pertaining to a specialized field of activity may be authorized by the Board of Directors.
Section 4. Board of Directors Meetings.
The Board of Directors shall meet at the time of the Annual Meeting, and again approximately six months after the Annual Meeting. This latter meeting is referred to as the mid-year meeting and is held at an appropriate location. It may hold special meetings called by the President or by a majority of the members of the Board of Directors, subject to advance notice of not less than ten days.
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Section 1. Eligibility for Office.
Only Regular and CDE Members in good standing shall be eligible to serve as Officers or Members of the Board of Directors.
Section 2. Nominations.
A slate of candidates for open positions is developed by the Nominating Committee as described in the Bylaws.
Section 3. Elections.
- Election ballots listing the nominees and providing space for write-in candidates, along with biographical information for each nominee shall be prepared and distributed to all voting Members in good standing in accordance with the Bylaws. The deadline for acceptance of completed ballots shall be no later than 45 days after the ballots are sent.
- Completed ballots received by or before the deadline established for their receipt shall be tabulated by a committee as authorized by the Board of Directors. Immediately on completion of the tabulation of the votes, the Executive Officer shall transmit in writing to the President the results of the tabulation of the votes for each office. The President will then declare the candidate receiving the greatest number of votes for each office as elected to that position on the Board of Directors. In the event of a tie vote for any position, the Board of Directors shall decide the election to that office or post from among the candidates tied.
- In the event that no Annual Meeting is held due to action by the Board of Directors, the nomination and balloting procedure outlined herein shall be conducted with whatever modifications of timing as may be authorized by the Board of Directors.
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Local Sections and Divisions
Section 1. Authorization.
Members in a particular geographical area may petition the Board of Directors for recognition as a Local Section of the Association. Also, groups of Members with specialized technical interests within the purviews of the Association may petition the Board of Directors for formal recognition as a Division of the Association. Upon approval by the Board, the President shall notify the petitioner of its recognition and shall arrange for the transmittal of a suitably inscribed certificate as authorized and described in the Bylaws of the Association.
Section. 2. Qualifications for Recognition of Local Section or Division.
All Local Sections or Divisions shall be subject to the following qualifications:
- All Officers of a Local Section or of a Division shall be members of the Association.
- All members of a Division shall be members of the Association and at least 50% of the membership of a Local Section must be composed of members of the Association.
- The Constitution and Bylaws of the petitioning group must be in accordance with the uniform basic Constitution and Bylaws for Association Local Sections or Divisions as described in the Bylaws of the Association and in compliance with all Sections of the Constitution of the Association.
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AACC International Foundation
Section 1. Authorization.
A Foundation of the Association is authorized.
Section 2. Purpose.
The purpose of the Foundation is to support student and early career engagement programs for the Association and any other special activities that meet Association objectives but which are outside the normal operating budget of the Association.
Section 3. Funding.
The funds accruing to the Foundation shall be derived from appropriate sources such as gifts, grants, and bequests.
Section 4. Administration.
The solicitation, investment, and distribution of the Foundation funds shall be a function of the Board of Directors of the Foundation. Funds shall be maintained separately from the normal operating budget of the Association.
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Amendments to the Constitution
Section 1. At Business Meetings.
Amendments to this Constitution may be made at any Business Meeting of the Association provided they have been proposed to the eligible Regular, Life, Student, and CDE Members by the Board of Directors at least 60 days before the Meeting. A two-thirds vote of those Regular, Life, Student, and CDE Members present shall be required to enact such amendments. A quorum of at least 10% of the Regular, Life, Student, and CDE Membership registered as attending a general or annual meeting at which the business meeting is held is necessary to enact the amendments or changes.
Section 2. By Ballot.
The Constitution may also be amended when; in the opinion of the majority of the members of the Board of Directors a change is needed. When this process becomes necessary, the eligible voting Members of the Association must be allowed 45 days from the date the ballots are sent in which to complete their voting and return their ballots. A two-thirds majority of those members voting shall be necessary to enact the amendments or changes.
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Section 1. Authority.
The Board of Directors shall make or amend Bylaws, not in conflict with the Constitution, as may be necessary for the proper governance of the Association. Such Bylaws shall become operative when adopted by a two-thirds majority of the Board of Directors.
Section 2. Amendment Procedure.
Proposals for amendment of the Bylaws may be initiated by:
- A member of the Board of Directors, or
- A motion brought forth from a Section, Division or Committee
- A petition signed by not less than 25 voting members of the Association.
Section 3. Notice of Amendments.
Proposals for amendment of the Bylaws shall be submitted in writing not less than four weeks in advance of a Board of Directors meeting to each of the members of the Board of Directors and to the Executive Officer. Association members may obtain a copy of the Bylaws by contacting the headquarters office in St. Paul or by visiting the website.
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In the event of dissolution of this Association by vote of the membership or legal action, any funds and property remaining after discharge of all debts and obligations, shall be conveyed to another qualified nonprofit organization(s) dedicated to the perpetuation of objectives similar in nature to those of the AACC International Inc. providing that such organization(s) at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under such successor provisions of the Code as may be in effect at the time of dissolution, and also provided that the conveyance of such funds and property is consistent with the Articles of Incorporation of the Association and the provisions of Chapter 317A, Minnesota Statutes, as amended to date of dissolution.
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The Association's name was American Association of Cereal Chemists, Inc. until the voting members amended this Constitution on February 14, 2005 at which time the Association was named to AACC International, Inc.
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