LOS ANGELES CUSTOMS BROKERS AND FREIGHT FORWARDERS ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION
As provided by the Articles of Incorporation, the name of this organization shall be THE LOS ANGELES CUSTOMS BROKERS AND FREIGHT FORWARDERS ASSOCIATION, INC., and its principal place of business shall be in Los Angeles County, California.
ARTICLE II PURPOSE OF THE ASSOCIATION
To foster, protect and further the business and interests of customs brokers, freight forwarders, NVOCCs and other professionals in the Trade.
To encourage, aid and maintain a high standard of efficiency among customs brokers, freight forwarders and NVOCCs in Southern California, with a view to protecting the interests of the government, importers, customs brokers, freight forwarders, NVOCCs and to insure fair, equitable and uniform administration of the United States Customs laws and regulations issued pursuant thereto.
To secure, for ourselves and our businesses, freedom from injustice and unlawful exactions.
To promote uniformity and certainty in the procedure and practice of customs brokerage, freight forwarding, and NVOCCs. To encourage professionalism, consistent with the law, within our membership, with a view to avoiding any practices or procedures detrimental to the interests of the United States and to all our members.
5. To settle differences among the members of the Association.
To promote sociability and develop a fraternal spirit among all firms and persons engaged in international trade.
To maintain amicable relations between the members and importers and exporters, their representatives, government and the Trade.
To prevent injustice and unreasonable discrimination against any person or persons by any combination, person, or conspiracy in any matter relating to the business of the members of the Association.
In general, to foster and advance the import and export business in Regional Customs Seaports and Regional International Airports, and the world trade of the United States in general.
ARTICLE III BOARD OF DIRECTORS
Except as provided herein, the corporate powers of the Association shall be vested in a Board of Directors of ten (10) individuals who are employees of members in good standing of the Association.
There shall be only one individual from any member on the Board of Directors at one given time.
When not re-elected to the Board, and upon becoming Chairman of the Board as provided for under Article V, Section 3(b) of these Bylaws, the outgoing President shall sit as an eleventh member of the Board without the right to vote.
The attendance of six (6) Directors at any meeting of the Board shall constitute a quorum for the transaction of business.
General Corporate Powers. Subject to the provisions of the California Non-profit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, relating to action required to be approved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
Select and remove any officer, agent and employee of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.
(ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any Directors or members’ meeting, including annual meetings.
Adopt, make, and use a corporate seal; prescribe the forms of membership certificate; and alter the form of the seal and certificate.
Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
How elected. Except as provided for under Section 9 of this Article, five (5) Directors shall be elected by ballot at each annual meeting of the members in a manner provided for by the Board of Directors, to hold office for two (2) years (unless re-elected) or until their successors are elected; however, if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any special members’ meeting held for that purpose.
Directors may be re-elected to a consecutive term, except that no individual shall serve more than four consecutive terms as director, effective in 2002.
Ballots. Ballots shall be sent to each member at least ten (10) days prior to the annual meeting. Ballots must be received by the chairman of the nominating committee by start of the annual meeting. A member need not be present at such meeting for his/her ballot to be accepted.
The chairman of the nominating committee shall announce the results of the election at the annual meeting. Such results shall be certified by the Board and, if no challenge is lodged, shall become final fifteen (15) days thereafter. Any challenge to the results shall be filed in writing with the Secretary and adjudicated by the Board within ten (10) days of receipt. Decisions of the Board shall be final.
5. NOMINATION OF DIRECTORS
Nominating Committee. At least ten (10) weeks prior to the annual meeting the Chairman of the Board shall appoint a nominating committee of five (5) members, including a chairman, which shall report back to the Board of Directors within three (3) weeks of appointment at least six (6) nominees for the Board. The Secretary shall, within one (1) week from receipt of such report, publish the list to the membership and solicit additional nominations. Any two (2) members may place a member’s employee in nomination and such name shall be included in the ballot if the nomination is received by the Secretary at least one (1) week prior to the dissemination of the ballots to the members.
A vacancy on the Board shall be deemed to exist upon the occurrence of the following: (1) the death, resignation or removal of any Director; (2) the declaration or resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by a court or convicted of a felony, or who has been found, by final order or judgment of a court, to have breached a duty under the California Non-profit Corporation Law.
7. RESIGNATION OF A DIRECTOR
Any director may resign, which resignation shall be effective upon giving written notice to the Chairman, the President, or the Secretary of the Board, unless the notice specifies a later time for the resignation to become effective. Members of the Board shall be deemed to have automatically resigned, if during their calendar year in office, they have three (3) cumulative absences from regularly scheduled meetings for reasons unacceptable to the Board. The Secretary is directed to send a cautionary advice of this provision to the Board member in question, following the member’s second absence without adequate cause.
Any Director may be removed from office by a two-thirds vote of the members present at a meeting called for that purpose, but not less than three-fourths of the entire membership shall be present. The Board shall call such meeting within 30 days of receipt of a petition for that purpose signed by at least one-fourth of the membership. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all members participating in the meeting can communicate with one another. Members attending a meeting via conference telephone or similar communication equipment shall be deemed to be present at such meeting.
9. FILLING VACANCIES
Vacancies on the board shall be filled by an election at a regular or special meeting of the board, and the person so elected shall serve for the balance of the unexpired term of the office for which elected.
10. TIME AND PLACE OF MEETINGS
Regular or special meetings of the Board may be held at any place within or without the State of California that has been designated from time to time by resolution of the Board. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present at such meeting.
11. NOTICE OF MEETINGS
Regular meetings of the Board may be held at such time and place as fixed by resolution of the Board, without notice, or upon such notice as designated by the Board. Special meetings of the Board shall be held upon not less than twenty-four (24) hours’ notice by electronic means. Notice of meetings need not be given to any Director who signs a waiver of notice or written consent to the holding of the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting lack of notice prior to commencement of the meeting. Such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
12. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board and shall be filed with the minutes of the proceedings of the Board.
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
ARTICLE IV ADVISORY BOARD
The Board of Directors may appoint an Advisor or an Advisory Board, any of which may or may not be members of the Association, to assist in carrying out the purposes of the association.
ARTICLE V OFFICERS
Officers shall include the Chairman of the Board, President, Vice President(s), Secretary, Treasurer and such assistants thereto as the Board may deem advisable. The Chairman and the President may be the same person, subject to election by the Board of Directors.
Each officer of the Association shall be an employee of a member in good standing and, with the exception of the Chairman, a member of the Board.
Except as to the Chairman of the Board, the officers shall be elected by the Board from among its members within a reasonable period of time after the election of the Board and shall hold office at the pleasure of the Board.
The Chairman of the Board shall be the outgoing President of the Association, unless the Board, by the two-thirds majority, votes against his/her appointment as Chairman, in which case the President shall become Chairman.
4. POWER AND DUTIES
The President shall preside at all meetings of the Board and in his/her absence his/her place shall be taken by the officers in the order named in the first paragraph of this article.
The President shall be the chief executive officer of the Association and shall preside at all meetings of the members. In his/her absence his/her place shall be taken by the officers in the order named in the first paragraph of this article. He/she shall sign all Certificates of Membership and any contracts and obligations which shall have been approved by the Board of Directors.
The Vice-President(s), at the request of the Board, shall, in their order, assume the duties of the President in case of his/her absence or inability to act.
The Secretary shall keep a record of the proceedings of the Board of Directors and of the Association and all the minutes of meetings. He/she shall have charge of the seal of the Association and affix the same to such documents as require the seal. He/she shall also keep the proper list of members and issue the certificate of membership, keeping a record thereof. The Secretary shall be the depository of all records and documents pertaining to the affairs of the Association, and shall perform such other and further duties as may be requested by the Board.
The Treasurer shall receive an account for all funds of the Association and deposit same in such bank as be designated by the Board. He/she shall make such financial accounts as may be required by the Board from time to time.
ARTICLE VI MEMBERSHIP
1. There shall be two classes of membership: Regular and Affiliate.
The regular membership of the Association shall not be limited as to number, but may include only, firms or corporations regularly and primarily engaged in business as licensed customs brokers, accredited freight forwarders and NVOCCs at the Regional Customs Seaports and Regional International Airports. Such firms or corporations shall be admitted for membership as business firms only, and in all matters coming before the Association, only one (1) vote will be permitted to each member.
Affiliate Membership shall be restricted to persons, firms or corporations not licensed Customs Brokers, Freight Forwarders, or NVOCCs, but engaged in a business related to transportation or international trade services. Affiliate Members may attend general membership meetings at the discretion of the President or the Board, but may not vote or hold office. No Affiliate Member may utilize the membership in a manner contrary to the policy of the Association. Affiliate Members must use the word “Affiliate” to describe membership in the Association in all printed material, advertisements, and/or publications.
Persons, firms or corporations may become a member by making a written application, on such terms as determined by the Board from time to time, and by receiving the affirmative vote of two-thirds of the Directors present at any meeting of the Board of Directors
3. FEES, DUES AND ASSESSMENTS
Each member must pay, within the time and on the conditions set by the Board, the initiation fee and annual dues in amounts to be fixed from time to time by the Board. The board may, at its discretion, adjust the fees, dues and assessments differently for members according to their size or other criteria as the Board shall deem reasonable.
Each firm or corporation holding membership shall designate the person and/or alternative(s) who shall be accredited to carry out the duties of membership on its behalf. No firm or corporation may vote at any meeting except by an authorized representative, and the President or person acting as chairman at any such meeting may call upon such representative to produce his/her credentials as an authorized representative of the firm or corporation.
Any member may resign by filing a notice to that effect with the Secretary. No refund of initiation fees or unearned annual dues will be made by the Association to the member.
6. TERMINATION OF MEMBERS
Causes of Termination. The membership of any member shall terminate upon occurrence of any of the following events:
(i) The resignation of the member.
Expiration of the period of membership, unless the member sooner renews for a subsequent period, on the renewal terms set by the Board of Directors.
The occurrence of any event which renders such member ineligible for membership.
The determination by the Board of Directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the interests of the Association.
The Board may, at its discretion, suspend any member for cause upon the affirmative vote of two-thirds of the membership present at a meeting called for that purpose. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all members participating in the meeting can communicate with one another. Members attending a meeting via conference telephone or similar communication equipment shall be deemed to be present at such meeting.
A terminated or suspended member may, at the discretion of the Board, be reinstated without entrance fee.
Memberships are not transferable.
Only regular members in good standing shall be allowed to vote. Firms or corporations shall vote by an accredited representative as provided in these Bylaws. Each such member shall have one vote. Voting by proxy shall not be allowed.
11. PERIOD OF MEMBERSHIP
The period of membership shall be one calendar year.
ARTICLE VII MEETINGS
1. ANNUAL MEETINGS
The regular meeting of the members shall be held in Los Angeles County by the fifteenth of February of each year. Such meeting may be postponed not more than ten (10) days when deemed advisable by the Board of Directors.
The annual meeting shall be called by notice sent by the Secretary or other officer and served on each member of the Association at least ten (10) days before the day of the meeting. The notice shall specify the day, place and hour of the meeting.
One-third of the membership shall constitute a quorum for the transaction of business. The members present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken is approved by at least a majority of the members required to constitute a quorum. The Annual Meeting may be held by conference telephone or similar communication equipment, so long as all members participating in the meeting can communicate with one another. Members attending a meeting via conference telephone or similar communication equipment shall be deemed to be present at such meeting.
4. SPECIAL MEETINGS OF THE MEMBERS
A special meeting of the members may be called at any time by the Chairman of the Board, by the President, by any four (4) Directors, or upon written request of 10% of the members. Notice of special meetings shall be given as provided for by the Board of Directors. The Board shall designate from time to time the place, date and time for holding of regular meetings of the Association.
Only members in good standing are entitled to participate in discussion at Association meetings, but the privilege of floor may be accorded non-members at the discretion of the presiding officer or by a majority vote of those members present. Meetings may be limited to members only at the discretion of the Board. The Board may, however, invite individuals from non-member firms to attend closed meetings.
6. NOTICE OF MEETING AGENDA
At any annual, regular or special meeting of the members, only those matters may be voted upon which were set forth in a general manner in the notice of the meeting, in accordance with the California Non-profit Corporation Law, Section 7512.
ARTICLE VIII COMMITTEES
The president shall appoint such committees to assist him/her in all matters pertaining to the Association as may from time to time be deemed necessary or advisable.
ARTICLE IX GENERAL PROVISIONS
The president, or the presiding officer, may invite, at the expense of the Association, such guests as he/she may choose as speakers.
2. SEAL OF THE CORPORATION
The seal of the corporation shall be in the form and design as follows:
3. CONSTRUING THE BYLAWS
The decision of the Board of Directors shall be final in construing these Bylaws unless two-thirds of the members present at a meeting called for that purpose shall decide for a different construction.
4. RULES OF ORDER
Roberts Rules of Order shall govern all membership meetings and Board meetings, unless otherwise provided for in these Bylaws or by resolution of the Board.
In any legal action or administrative proceeding brought against any agent, officer or Director of this Association, indemnification may be provided by the board, on such terms and conditions, and in its discretion, and to the extent authorized by California law, including the California Non-profit Corporation law.
6. FEES AND COMPENSATION
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the board to be just and reasonable.
The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not this Association would have the power to indemnify the agent against that liability under California law.
8. AMENDMENT OF BYLAWS
New or amended Bylaws may be adopted, repealed or approved as follows:
By the members at a duly noticed meeting called for the purpose of amending the Bylaws, and upon an affirmative vote of a majority of the members at the meeting, or;
By an affirmative vote of two-thirds of the Directors present at a duly noticed meeting called for the purpose of amending the Bylaws, except a By-law fixing or changing the authorized number of directors.