BY LAWS EFFECTIVE APRIL 23, 1980 AS AMENDED JUNE 1986, JULY 1988, MARCH 1993, MAY 1994, JANUARY, FEBRUARY 1997, MAY 1999, OCTOBER 2001 ARTICLE I Name of Association This organization shall be known as THE NORTH TEXAS CUSTOMS BROKER AND FREIGHT FORWARDERS ASSOCIATION. ARTICLE II The objectives of this not-for-profit association are: To promote the common business interests of Customs Brokers, Ocean Transportation Intermediaries, International Air Cargo Agents and Non-Vessel Operating Common Carriers; to encourage the maintenance of professionalism within our industry; to maintain a standard of integrity and efficiency that will protect clients and the Government in the fair, reasonable and equitable administration of import and export laws and regulations; and, to develop acquaintance and good fellowship among the members. ARTICLE III Section 1.  There shall be three classes of membership: Regular, Associate and Honorary. Regular Section 2. (a) Regular Membership shall be restricted to persons, firms or corporations regularly engaged in business, located within the limits of North Texas as either: a licensed Customs Brokers, A licensed Ocean Transportation Intermediary (OTI), a Non-Vessel Operating Common Carrier (NVOCC); and the OTI and NVOCC must have posted any bond required by the Federal Maritime Commission or other successor agency, or an International Air Cargo Network Service, or an IATA Company.   Such persons, firms or corporations shall be admitted for membership as business organizations only, and, in all matters coming before the Association, but one vote shall be permitted to each Regular Member, including all of its branches, affiliates, subsidiaries or other related companies.  No person, firm or corporation, however may vote at any meeting except by a duly authorized representative of the Member; the President or person presiding at such meeting may call upon such representative to produce evidence as to the authorization of the representative by the member, as stated in application for membership or by written proxy.   (b) There shall be no restriction as to the number of representatives of any Regular Member firm who may attend meetings, but only one vote shall be permitted each Regular Member, as provided in Section 2 (a), above. Section 3 (deleted in meeting of July 1988) Associate and Affiliate Section 4  (a) Associate Membership shall be restricted to persons; firms or corporations regularly engaged in business as Customs Brokers and/or International freight Forwarders outside the limits of North Texas.                    (b) Affiliate Members shall be restricted to persons; firms or corporations not licensed as Customs Brokers or International freight Forwarders, but engaged in a business related to transportation or international trade services. (c) In addition, importers and exporters may join the Association as an Associate Member.  Associate and Affiliate Members may attend general membership meetings, but may not vote or hold office. (d) Every applicant for admission as an Associate or Affiliate Member shall present a written letter of recommendation from a regular member. No Associate or Affiliate Member may utilize the membership in a manner contrary to the policy of the Association.  Associate and Affiliate Members must use the word "Associate or Affiliate" to describe membership in the Association in all printed material advertisements and/or publications. Honorary Section 5 Honorary Membership may be conferred upon any person, who, in the opinion of the Board, has rendered an outstanding contribution to the Customs Brokerage and/or International Freight Forwarding industry. Association Affiliation Section 6 Any Association in the United States with a membership of persons, firms or corporations engaged in business as Customs Brokers and/or International Freight Forwarders, may upon written application to and affirmative vote by the Board, be accepted for membership as an Affiliated Association and may designate a member to the National Advisory Committee (Article XII, Section 3).  The Board may terminate such membership for good cause, by a two-thirds (2/3rds) vote of those Directors present. Section 7 The Board of Directors must approve all applications. ARTICLE IV Censure, Suspension & Expulsion Section 1 Members shall comply with the laws pertaining to, and rules and regulations issued by, the government agency by which the member is licensed or regulated. Section 2  (deleted in meeting of June 2001) Section 3 A Member may be censured, suspended or expelled when:  1. If it has been determined by an appropriate governmental agency that the Member has violated a federal law or regulation relating to the conduct of the member, such violation being sufficient for the denial, suspension or revocation of a license, or 2. The Member has been found guilty of a violation of a federal or state law involving moral turpitude, or 3. The Member engaged in activities or changes its status in such a manner which would cause it to become ineligible or unacceptable, if it were then applying for membership, or 4.      In the opinion of the Board, the Member engages in activities or             develops a reputation, which brings public disfavor upon the industry.   ARTICLE V Membership Dues Section 1 The initiation fee and annual dues for all classes of membership shall be established from time to time by the Board. Section 2 Any extraordinary expenses shall be provided for by a special assessment at a meeting of the membership, provided the Board Members have been advised of such proposal ten (10) days prior to said meeting. Section 3 Annual Dues shall be payable during the month of January each year; and be accompanied by an updated membership form. Section 4 The Board shall determine for the purposes of assessment of dues, the definition of “an employee”. Section 5 In the event that any Member shall fail to pay within three (3) months any sums due to the Association their name may be posted as delinquent.  A list of delinquents may be read at any general or special meeting.   Any Member may be expelled for delinquency upon a majority vote of the Board.  A Member thus expelled may be reinstated by a majority vote of the Board upon said Member making payment of the unpaid amount. Section 6 The resignation of Member shall not relieve it from payment of accrued dues or assessments. Section 7 Prorated dues shall be limited to those joining after July 1; paying half (1/2) a year. All those who join prior to July 1 shall pay full membership. ARTICLE VI Meetings Section 1 There shall be an Annual Meeting of the Association at such time and place as the President shall designate. Section 2 The membership meeting of the Association shall be held periodically at such time and place as the President or a two-thirds (2/3rds) majority of the Board of Directors shall designate. Section 3 Special membership meetings of the Association shall be held upon call of the President, or upon the written request of any three (3) members of the Board, or upon the written request of any ten regular members, setting forth the purpose for which such meeting is called; within 20 days from receipt of a written request for such special meeting, a special meetings shall be called by the President; all notices of special meetings shall be issued to the members by mail, facsimile or e-mail within 10 days from the receipt of the written request and shall state the purpose(s) for such meetings are called; no business shall be transacted at such meetings except that specified in the notice Section 4 Meetings of the Board shall be held approximately every two (2) months, at such time and place, as the President shall designate; provided that one (1) such meeting shall be held immediately after the Annual Meeting at such time and place as the President, Vice President or Chairman of the Board shall designate.  The President or any three members of the Board may call a special Board meeting.  The Vice-President shall send written notice of all Board Meetings to the members of the Board, with a copy of the agenda. Section 5 The President may invite to Board meetings' persons whose presence, in their judgment, may be beneficial or interesting to the Board. ARTICLE VII Officers and Board of Directors Section 1 (a) The officers of the Association, each of whom must be a Regular Member or be employed by a Regular member firm, shall consist of a Chairperson of the Board, a President, a Vice President, a Treasurer and a Secretary, and shall hold office for two (2) years or until their respective successors are elected and qualify to take office. (b) A President, upon retiring, automatically shall become Chairperson of the Board until the retirement of their successor.  A retired Chairperson of the Board, when not elected to another office, shall automatically become a Senior Counselor and a member of the Board, without vote. Section 2 The Board of Directors shall consist of the Officers named in Section 1 (a), and (b) and Chairperson of the Principal Standing Committee(s) as shown in Article X, Section 1 (a).  Chairpersons shall be non-voting participants.   The Board shall have general charge and control of the affairs of the Association. It shall be empowered to approve all major expenses and to employ counsel whenever necessary, in the best interest of the Association.  The Board shall arrange for the proper assessment, collection, safeguarding and auditing of all financial operations of the Association.   The Board of Directors, furthermore, shall have the authority to remove from office an inactive officer or committee chairperson for failure to meet their elected/assigned duties.  Two-thirds (2/3rds) majority of the Board shall constitute a quorum. Section 3 The Executive Board shall consist of the offices of President, Vice-President, Treasurer and Secretary.  No two individuals employed by the same Regular Member firm shall be elected or serve for concurrent terms as officers and/or members of the Board. Section 4 Items discussed in Executive Board and Board of Director meetings that are reflected in the minutes of these meetings in bold print shall be deemed as confidential. ARTICLE VIII Election of Officers Section 1 The officers referred to in Article VII, Sections 1 (a) and (b), except the Chairperson of the Board and Senior Counselors, shall be elected at the Annual Meeting or any adjournment thereof, as provided herein. Section 2 Election shall be by a majority vote.  Eligible Members may vote by written proxy. Section 3 Not later than 90 days prior to the annual meeting, the Nominating Committee shall file a report of its nominations of the officers of the Association. The Secretary shall deliver, by mail or facsimile or e-mail to each Regular Member of the Association a copy of the report; with ballot containing the names of all persons nominated for each position, together with a proxy form, of the Nominating Committee at least thirty (30) days prior to the Annual Meeting. Section 4 At least fifteen (15) days prior to the Annual Meeting any five (5) Regular Members may present for consideration at the Annual Meeting an alternate list of candidates for election as Officers, provided that   each of the five   (5) Regular Members shall subscribe their name to such a list. Section 5 A vacancy in any office or on the Board may be filled for the unexpired term by a majority vote of the Members of the Board. Section 6 The term of office of all Association officers, directors and committee chairs shall be for a period of two years, from date of their election. ARTICLE IX Duties of Officers Section 1 (a) The President shall preside at all meetings of the Association and Board and shall perform the duties and exercise the authority usually pertaining to this office, including the appointment of all committees, except as outlines in Article XI, Section 1 (a) and shall cast the deciding vote in the case of a tie. (b) During the absence of the President, the duties of that office shall fall upon the Chairman of the Board and in their absence, upon the Vice-President. Section 2 The Vice President shall keep a list of all Members of the Association and their addresses, keep a record of all meetings with the names and addresses of Members and guests present at all special and regular meetings, assist the President in compiling lists of such committee members as the President shall appoint, arrange meetings of the committees, as well as meetings of the Board in cooperation with the Treasurer and shall be directly responsible to the President and shall assist the President in all possible ways and, if so directed, represent the President at meetings or speaking engagements and other functions the President is unable to attend. Section 3 The Secretary shall keep a record of all official transactions of the Association, supervises all details of the business of the Association, be responsible for taking and recording the minutes of all meetings of the Association, the Board and each Committee to which they are assigned.  All minutes shall be made available upon request within five (5) days of such request.  Items discussed in Executive Board and Board of Director meetings that are reflected in the minutes of these meetings in bold print shall be deemed as confidential. Section 4 The Treasurer shall keep an account of all dues and assessments or other monies received and the payment of all bills.  The Treasurer shall present a budget to the Board of Directors with vote to be made by the general membership for approval.  The Treasurer shall make a financial report at the Annual Meeting, filing same for audit, and at such other meetings as the President shall request, and perform all other duties usually pertaining to this office.  All expenditures of Association funds shall require two signatures of the Executive Board. Section 5 The Secretary, Treasurer and all other officers and employees shall give bond, in such form and such penalty as the Board may require, for the faithful performance of their duties.  The expense of the bond will be paid from the funds of the Association.  The Board shall arrange for the proper assessment, collection, safeguard, and auditing of all financial operations of the Association. ARTICLE X Association Business Section 1 The presence of a majority of regular members, in person or by proxy, shall constitute a quorum at any regular or special meeting of the Association.  The regular order of business shall be as follows: CALL TO ORDER APPROVAL OF MINUTES OF PREVIOUS MEETING REPORT OF THE PRESIDENT REPORT OF THE OFFICERS REPORT OF THE COMMITTEES UNFINISHED OLD BUSINESS NEW BUSINESS ADJOURNMENT ARTICLE XI Committees Section 1 (a) The Principal Standing Committees, which shall act on all matters pertaining to their special functions as indicated by name, is as follows: CUSTOMS COMMITTEE LIAISON BUDGET & FINANCE COMMITTEE NOMINATING COMMITTEE OTHER GOVERNMENT AGENCIES COMMITTEE CARRIER COMMITTEE FREIGHT FORWARDING COMMITTEE The Principal Standing Committees shall be organized as follows: 1.             The Committee Chairman and Vice Chairman shall be appointed by the President subject to confirmation by the Board. 2.              The balance of the committee members shall be appointed by the Chairman of the Committee. (a)             The Customs Committee shall consist of six (6) regular members, to include the Chair.  No more than three (3) of these regular members shall have served on the Customs Committee during the previous term of office. (b)           The Regular Standing Committees shall be appointed by the President                   subject to confirmation by the Board to act on all matters pertaining to                   their special functions as indicated by name and shall include, but not be                   limited to, the following: PUBLIC RELATIONS MEMBERSHIP AUDITING ETHICS & GRIEVANCES (c)           The Chairperson of all committees shall provide written monthly reports                  at each regular meeting, or other time as designated by the Board of                  Directors. ARTICLE XII Amendments Section 1 When not inconsistent with these By Laws, Robert's Rules of Order shall govern all meetings of this Association. Section 2 These By Laws may be amended or revised at any regular or special meeting of the Association, upon a majority vote of the members present or represented by written proxy, but such amendments shall not be considered unless written notice of the same shall have been submitted to all members at least fifteen (15) days prior to the vote.    ARTICLE XIII Ethics Section 1 The conduct of members shall be such as to comply with the rules of conduct for Custom Brokers as set out in Title 19CFR, Section 111 and International Freight Forwarders as set out in Title 46 CFR, Section 510. Section 2 (Deleted in Meeting held June 1986)    ARTICLE XIV Application of Funds The Association shall use its funds only to accomplish its objectives and purposes, and no part of said funds shall inure or be distributed to the Members or any part of them.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board. ARTICLE XV Indemnification The Association, may, by resolution of the Board, provide for indemnification by the Association of any and all of its Directors or officers or former Directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them have been made parties, or a party, by reason of having been Directors or officers of the Association, except in relation to matters as which such Director or officer or former Director or officer shall be adjudged in such action, suit, or proceeding to be Liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability or misconduct.