Bylaws of the Freight Transportation Consultants Association

ARTICLE I NAME

The name of the organization shall be the FREIGHT TRANSPORTATION CONSULTANTS ASSOCIATION, and for reference herein shall be referred to as the "association".

ARTICLE II PURPOSES AND OBJECTIVES

On a non-profit basis and, where there is unanimity of opinion among the Board of Directors, the association may present comments and papers, participate in debates, and exchange non-competitive information about or relating to freight transportation, distribution and logistics issues, legislation or regulations, in appropriate forums, in order to: (1) clarify and promote understanding of the issues, legislation or regulations; (2) increase awareness of the profession and the services its practitioners provide; (3) enhance the standing of the profession; and (4) encourage professional relationships with other industry associations and groups interested in freight transportation, distribution and logistics issues.

ARTICLE III GENERAL

It is assumed that any individual running for office, serving on a committee or performing any other function in the association intends to actively participate. Failure to perform those duties or to attend vital meetings can result in removal and in disqualification from holding office or serving on Committees in the future.

ARTICLE IV OFFICERS

The officers of the association shall be the President, Vice-President, Secretary, Treasurer, and Executive Director. Officers of the association shall be elected, at each annual meeting of the association, to one-year terms, and take office on January 1st of the following calendar year. No member, with the exception of the Executive Director, may succeed themselves in the same office for more than three consecutive one-year terms. In the event a duly elected officer of the association is unable to complete their term, for whatever reason, a successor shall be elected by the remaining officers to complete the unexpired term.

ARTICLE V ELECTION OF OFFICERS

Election of officers shall be at the annual meeting and shall be conducted by voice vote. Any regular member in good standing may nominate themself, or may be nominated by another regular member or by the Nominating Committee, for any office. Any regular member in good standing has the privilege, after nominations have been placed before the meeting, to request that the vote be by secret, written ballot. Should such a motion receive a second and be voted by a simple majority of regular members in attendance, then the election shall be by secret, written ballot. The chairperson of the Nominating Committee will tabulate and count the ballots and the presiding officer shall announce the results.

ARTICLE VI DUTIES OF GENERAL OFFICERS

The President shall preside at all meetings of the association and all meetings of the Board of Directors and perform all duties usual to the office of the President. The president is an ex-officio member of all committees and shall countersign checks in the absence of the Treasurer.

The Vice-President shall, in the absence of the President have all the powers and perform all the duties of the President except that the Vice-President will not counter-sign checks.

The Secretary shall keep the minutes of the annual and special meetings of the Association and meetings of the Board of Directors, issuing copies thereof to the Executive Director for distribution to members.

The Treasurer shall be responsible for financial reports and shall countersign all checks. The Treasurer shall report the financial standing of the Association at the Annual Meeting.

The Executive Director shall be responsible for the day-to-day administration of the association and as such shall: (1) distribute the minutes of all association meetings; (2) collect membership fees and other funds and deposit them in association account(s); (3) maintain a current membership list; (4) collect and preserve books, papers, and correspondance related to or of interest to the association; (5) disseminate a regular monthly mailing to the membership; and (6) perform such other duties which the nature of the office may require. The Executive Director may be empowered to sign checks, without requiring the countersignature of either the Treasurer or President, for the purpose of discharging usual and ordinary debts incurred by the association. In that case, the Executive Director will submit a full report on income and expenditures to the Treasurer at least quarterly.

ARTICLE VII BOARD OF DIRECTORS

The Board of Directors shall consist of the elected officers of the association (except the Executive Director), and the immediate past president, who shall constitute the entire Board. It shall be the role of the Executive Director to report and advise the Board on matters before it. The Board shall act as the governing body of the association.

ARTICLE VIII DUTIES OF THE BOARD OF DIRECTORS

The Board shall authorize the expenditure of association funds to include expenditure of association funds for retention of professional services. No financial obligations shall be incurred on behalf of the association nor shall the association engage in any course of action leading to the incurring of financial obligations, nor shall any of the association's funds be expended except as specifically approved by the Board of Directors. The Board may authorize the Executive Director to make current expenditures for salaries, supplies, traveling and other expenses necessary to facilitate the day-to-day work of the association.

The Board of Directors may not exercise any power or authority reserved by the bylaws or by statute to the members. Each board member may cast one vote on any matter before the Board.

The Board shall meet not less than two (2) times in each year, either in person or by using telephonic or electronic conferencing technology and is responsible for calling all association meetings.

ARTICLE IX MEMBERSHIP

There shall be three classes of membership known as regular, associate and honorary.

1. REGULAR MEMBERSHIP shall be open to any firm or corporation which, as its primary field of endeavor, engages in the business of providing freight bill auditing, freight bill payment services, freight traffic management services, or freight transportation, distribution and logistics consulting services to users and providers of freight transportation services.
2. ASSOCIATE MEMBERSHIP shall be open to individuals who are employees of companies holding regular membership; retired individuals whose former companies maintain regular membership and whose name, prior to their retirement, appeared as the person of record for the regular member; and certified institutions of learning and higher education, public libraries and other recognized public repositories of books and publications.
3. HONORARY MEMBERSHIP shall be awarded, by a simple majority vote of regular members, to individuals or organizations whose contributions to the association and/or the field of freight transportation, distribution and logistics consulting merit special recognition.

Applicants meeting prescribed qualifications for Regular or Associate Membership may be accepted as members of this Association upon submission of an application to be reviewed and approved by the Executive Director and ratified by the Board of Directors, and payment to the association of prescribed dues. Honorary memberships are awarded by vote of the association's regular members and are not subject to these requirements.

All regular members shall designate one individual to represent them in all matters that come before the association and that individual shall be known as the "member of record". All mail and communications from the association to the member shall be addressed to the member of record. All communications and requests from the member to the association must come from the member of record.

ARTICLE X FEES AND DUES

Members of the association shall pay fees and dues within thirty (30) days after submission of a statement. Dues shall be as determined by vote of regular members, except that dues for associate members shall be at one-half the minimum dues level prescribed for regular members. Honorary members shall pay no dues.

ARTICLE XI MEMBERSHIP PRIVILEGES

A. REGULAR MEMBERS

Regular members are entitled to full privileges and participation in Association functions to include voting, the right to hold office, the right to chair and serve on Committees, and all other rights and privileges that normally accrue to regular members of the association. Each company or corporate member, regardless of the number of officers or employees who hold memberships, attend meetings or participate in association functions, is entitled to only one vote on matters brought before the regular membership. That vote must be cast by the member of record except as provided in Article XVII.

B. ASSOCIATE AND HONORARY MEMBERS

Associate and Honorary members do not have voting privileges and may not hold any office. They may not chair any committee but may serve on committees.

ARTICLE XII TERMINATION OF MEMBERSHIP

Membership shall be terminated for non-payment of dues or failure to meet other financial obligations. Those ceasing to be members for whatever reason, relinquish and forfeit all rights, title and interest in and to any privileges and benefits of association membership.

ARTICLE XIII RIGHT OF INDEPENDENT ACTION

Membership in the association shall not abridge the right of independent action by any member, even though such action may be contrary to the aims and purposes of the Association or the position which the Association has taken with respect to specific matters.

ARTICLE XIV COMMITTEES

The President shall appoint a Nominating Committee by January 31st of the year he/she takes office. The Nominating Committee will develop a slate of candidates for all elective offices to be voted on at the next annual meeting. The slate of candidates shall be publicized thirty (30) days prior to the meeting at which it will be voted.

Special and Ad Hoc Committees may be appointed from time to time as may be required. Standing, Special and Ad Hoc committee members serve at the pleasure of the President.

ARTICLE XV MEETINGS

A. GENERAL MEMBERSHIP

Notice of all meetings of the association shall be given to members in good standing at least thirty (30) days in advance of the dates set by the Board of Directors for such meetings. The requirement for thirty (30) days notice may be waived in the case of special or emergency meetings. Special and emergency meetings may be called by the Board of Directors at any time and place as may be deemed most convenient and desirable to the membership by the Board. The Board shall make every effort to provide as much advance notice as possible of any special or emergency meeting to encourage maximum attendance and participation by the membership.

The order of business at all general membership meetings of the association shall be at the discretion of the Board of Directors but the annual meeting will minimally include: Registration; Reports of Officers; and Reports of Standing and Special Committees.

B. BOARD OF DIRECTORS

Notice of all meetings of the Board of Directors shall be given to all members of the Board at least thirty (30) days in advance of the dates set for such meetings. Board meetings may be called by the President at any time, or, at the request of three (3) of the voting Board members.

ARTICLE XVI QUORUMS

In all general meetings of the association, called pursuant to the direction of the Board of Directors, a quorum shall consist of those regular members present, and except as otherwise provided, the vote of the majority of those regular members present shall carry any motion coming before the meeting. At the annual meeting of the association, a quorum shall consist of 12 regular members. At Board of Directors meetings, a quorum shall consist of three (3) board members.

ARTICLE XVII PROXIES

A regular association member, unable to attend a called general meeting of the membership, may cast their vote on a specific matter set forth in the agenda by proxy, or may give a general proxy to another regular member who shall be present. The regular member voting by proxy shall be counted as present and part of the quorum. The proxy vote may only be cast by the duly authorized regular member. Authority to cast a proxy vote must be submitted to and approved by the presiding officer. No regular member may cast more than five (5) proxy votes, and proxies are not transferable.

In lieu of granting a proxy, the member of record may designate another officer or employee of their company to cast their vote. Written notification must be presented to the presiding officer, prior to the call to order, designating the alternate as the representative of the member of record and confirming his/her authorization to exercise voting privileges for the member of record.

ARTICLE XVIII AMENDMENTS TO THE BYLAWS

These bylaws may be amended at any time by a vote of a majority of those eligible to vote, present in person or by proxy, at any called meeting of the association or at the annual meeting, provided that intention to move for amendment of the bylaws shall have been communicated to the Board of Directors at least six (6) weeks in advance of the meeting. The Board shall provide thirty (30 days) notice of proposed bylaw amendments to regular members.

Bylaws may also be amended by vote of a majority of regular members in response to a mail ballot. In the case of a mail ballot, proposed bylaw revisions shall be distributed to regular members, with a ballot, and 45 days will be alloted for voting. If the member elects to not return the ballot, concurrance with the proposed revision is automatic. In the instance of mail bylaw revision and ballot, this bylaw article will be printed on the ballot for distribution to regular members.

ARTICLE XIX SUSPENSION OF RULES

Any rule of procedure may be suspended temporarily by affirmative vote of two-thirds of those present at any meeting provided for in these bylaws.

ARTICLE XX GOVERNING PUBLICATIONS

Robert's Rules of Order will govern in all matters not specifically addressed in these bylaws.

As revised: November 1998