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Article I
Name
The name of this
corporation shall be The Customs Brokers and Forwarders Association of
Northern California.
Article II
Purpose
This corporation is
formed for the purpose of encouraging, extending and promoting the
business and interests of Customs Brokers and Foreign Freight
Forwarders; to encourage and develop high standards of service and
conduct among its members; to broaden understanding and appreciation
of the roles and functions of its members by industry, the public and
government; to seek reasonable and equitable tariffs, maritime laws
and regulations, and their administration, and to undertake such other
functions as consistent with these purposes.
Article III
Non-Profit
Organization
This corporation is organized pursuant to the General Nonprofit
Corporation Law of the State of
California,
and shall not contemplate the distribution of gain, profit or
dividends to its members.
Article IV
Principal
Office
The principal office of this corporation shall be in the City and
County of San Francisco, State of California.
Article V
Directors
The name and addresses of the persons who are to act in the capacity
of directors until the selection of their successors are:
William Bosque
Marshall Brownfield
James J. Burns
Robert H. Langner
Ted L. Rausch
Kevin Maloney
John A. Sundfelt
The above named persons shall constitute the first directors of the
corporation, but the number of directors and the method of their
selection shall be set forth in the By-Laws, with the right of
amendment thereto increasing, or decreasing the number to not less
than four, or such other minimum number as may be provided by law.
Article VI
Amendment of
Articles
The Articles of Incorporation may be amended by the vote or written
consent of two-thirds of the members in good standing.
Article VII
Membership
The authorized number and qualifications of members of the
corporation, the different classes of membership, the property, voting
and other rights and privileges of each class of membership, and their
liability for dues and assessments and methods of collection thereof,
shall be set forth in the By-Laws.
Association By-Laws
Article I
Membership
Section 1.
Membership in this corporation consists of three classes, namely,
professional, associate and honorary.
Professional members are those licensed or enfranchised by one or more
of the following to perform duties and actively operate as customs
brokers, foreign freight forwarders, air cargo forwarders or air cargo
agents: The United States Customs Service, or the Federal Maritime
Commission.
Associate members are those individuals or business entities whose
activities or interests are associated with or are complementary to
the purposes of this corporation, and have all privileges of
membership except voting and holding elected office.
Honorary membership may be conferred by unanimous vote by the Board of
Directors to those individuals who have rendered notable service to
the Customs brokerage and/or foreign freight forwarding industry,
consistent with the purposes of this corporation. Without payment of
dues, honorary members shall be entitled to all privileges of
membership except voting and holding elected office.
Section 2.
All applications for membership in this corporation shall be made in
writing and filed with the secretary, who shall present the
applications at a meeting of the Board of Directors of the
corporation, and membership will become effective upon arrival by a
majority of the Board of Directors present at said meeting.
Section 3.
Members may resign from the corporation by filing with the secretary a
notice in writing of intention to resign and paying unto the
corporation all monies due to the corporation.
Section 4.
Members may be expelled for just cause by a two-thirds vote of the
Board of Directors present at voting. The Board may expel any member
who is 60 days delinquent in payment of dues. For any cause other than
non-payment of dues, expulsion shall take place only after the member
complained against has been advised in writing that a complaint has
been lodged against him and has been given reasonable opportunity for
defense if desired at an executive session of the Board of Directors.
Article II
Board of
Directors
Section 1.
The Board of Directors, hereinafter referred to as the Board, shall
consist of nine elected professional members and the immediate past
president if his or her term as director has otherwise expired.
Officers of the corporation otherwise not elected directors of the
corporation shall be ex-officio directors. A President upon retiring
automatically shall become Chairman of the Board until the retirement
of his or her successor. The two immediate Past Chairmen of the
corporation shall become Senior Advisors and shall be ex-officio
directors serving without vote or compensation so long as each
qualifies for professional membership in the Association.
Section 2.
Directors shall be elected for three-year terms, three directors
elected by the membership annually, in accord with Article V, Section
1. Initially, the nine directors shall determine by lot at their first
meeting those whose terms will expire in one year, those who will
serve two-year terms and those who will serve three-year terms.
Section 3.
Vacancies as may occur on the Board shall be filled by a majority vote
of directors present at a special or regular Board meeting, said new
director to serve out the term of the directorship created by the
vacancy.
Section 4.
Five members of the Board shall constitute a quorum for the
transaction of business.
Section 5.
There shall be an Executive Committee, consisting of the Officers of
the corporation. In the absence of a regular scheduled meeting of the
Board, the Executive Committee is empowered to transact business of
the corporation as consistent with the purposes of the corporation and
the policies and guidelines established by the Board. Actions of the
Executive Committee shall, however, be reported expeditiously to the
Board not later than the immediate subsequent meeting of the Board,
and such actions are subject to its review.
Article III
Officers and
Duties
Section 1.
The Officers of the corporation shall be the president, three vice
presidents, treasurer and secretary. The firms by whom they are
employed must also be professional members. Upon the Board's initial
meeting following incorporation, and subsequently following each
annual election of directors, the Board shall elect such officers to
serve for one year, and/or until their respective successors are
elected and qualified. All elected officers shall serve without
compensation. The Board of Directors may also appoint an executive
director to perform staff, representational and other delegated
functions, and whom may be compensated. The executive director may
also be elected, at the discretion of the Board, as secretary. The
Board may also elect an honorary counsel from the membership of the
corporation to serve as an ex-officio director without compensation or
vote.
Section 2.
The duties of the officers shall be such as their titles by general
usage would indicate, or as may be specified by the Board, or assigned
from time-to-time, such as may be required by the law. Without
limitation of the foregoing powers of the officers, the following
powers and duties are also generally conferred upon them:
(1) The president shall preside at all meetings of the Board of
Directors, or in his absence, the first, second, third vice present,
secretary or treasurer, in the succession, will preside.
(2) The secretary shall attend and keep minutes of meetings of the
Board and give notice of all meetings in accordance with the
provisions of the By-Laws and/or at the direction of the Board.
(3) The treasurer shall be responsible for all monies of the
corporation, keep or supervise proper accounting of all receipts and
disbursements, and make periodic reports to the Board and the
membership as provided for in Article IV, Section 3.
Article IV
Meetings
Section 1.
Regular meetings of the general membership shall be held at times and
places designated by the Board, or through authority delegated by the
Board to the president and/or secretary.
Section 2.
The annual meeting
shall be the December general membership meeting.
Section 3.
Special meetings of the membership may be called by the president upon
written request of at least 20 professional members, within 30 days
after the filing of such signed request with the secretary. The
business to be transacted at such special meetings shall be stated in
the notice thereof, to be provided all professional members in writing
by mail not less than seven days prior to such meetings, and no other
business may be considered at that time.
Section 4.
At all meetings, including meetings of the Board, Roberts' Rules of
Order, Newly Revised, shall govern, unless otherwise provided for in
these By-Laws.
Section 5.
At meetings of the membership, 25% of the current, paid professional
members of the Association shall constitute a quorum for the conduct
of business. In accordance with provisions of Article 1, Section 1,
each professional member as therein defined shall have one vote, as
provided for in Article V, Section 2.
Article V
Nominations,
Voting and Elections
Section 1.
Annually, the president, subject to approval of the Board, shall
appoint a Nominations and Election Committee, consisting of not less
than three candidates from the professional membership in good
standing. The committee shall nominate not less than three candidates
from the professional membership for election to the Board, and the
secretary shall provide by mail ballot such nominations to the
professional membership not less than 30 days prior to the December
annual meeting. Write-in candidates on ballot are permitted and will
be tallied and reported. The committee will certify the results and
report election of the three nominees receiving the greatest number of
votes at the annual meeting.
Article VI
Dues and
Budget
Section 1.
Following constitution of the Board and election of officers after the
annual meeting, the treasurer shall submit as soon as possible to the
Board a proposed budget for the coming fiscal year. In approving the
budget, the Board shall determine the necessary dues required to
provide income budgeted.
Section 2.
The board may decide to differentiate annual dues as between
professional and associate members, or among categories of both as it
may establish.
Section 3.
The treasurer will report regularly to the Board during the fiscal
year the status of the budget and all expenses and revenue. Subsequent
to the completion of the fiscal year, an appropriate audit will be
assured by the treasurer, certified to the Board, and a summary
financial report provided the membership.
Section 4.
The fiscal year, as herein referred to, shall be the twelve-month
period beginning on July 1
Section 5.
Any professional member in good standing may, upon appropriate request
be permitted to examine the Association's financial records, at its
principal place of business.
Article VII
Committees
Section 1.
The president shall appoint such committees as appropriate and
necessary to conduct the business of the association and to meet its
purposes. He shall be an ex-officio member of all committees so
appointed, with the exception of the Nominations and Elections
Committee, on which he shall not serve.
Article VIII
Amendment
of By-Laws
Section 1.
The By-Laws may be amended by a two-third vote of the professional
members in good standing.
Article IX
Dissolution
Section 1.
Upon the winding up and dissolution of this corporation, after paying
or adequately providing for the debts and obligations of the
corporation, any remaining assets shall be distributed to a non-profit
fund, foundation or corporation, as may be deemed appropriate and
consistent with the purposes of the corporation, by the Board of
Directors.
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