Articles of Incorporation
The name of this corporation shall be the Customs Brokers and Forwarders Association of Northern California.
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.
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.
The principal office of this corporation shall be in the City and County of San Francisco, State of California.
The name and addresses of the persons who are to act in the capacity of directors until the selection of their successors are:
James J. Burns
Robert H. Langner
Ted L. Rausch
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.
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.
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.
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.
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.
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.
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.
Board of Directors
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.
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.
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.
Five members of the Board shall constitute a quorum for the transaction of business.
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.
Officers and Duties
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.
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.
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.
The annual meeting shall be the December general membership meeting.
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.
At all meetings, including meetings of the Board, Roberts' Rules of Order, Newly Revised, shall govern, unless otherwise provided for in these By-Laws.
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.
Nominations, Voting and Elections
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.
Dues and Budget
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.
The board may decide to differentiate annual dues as between professional and associate members, or among categories of both as it may establish.
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.
The fiscal year, as herein referred to, shall be the twelve-month period beginning on July 1
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.
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.
Amendment of By-Laws
The By-Laws may be amended by a two-third vote of the professional members in good standing.
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.