Transportation Clubs International


	ARTICLE I NAME The name of this organization shall be: TRANSPORTATION CLUBS INTERNATIONAL. ARTICLE II OBJECTIVES The objectives of this organization shall be: 1. To articulate at the grass roots level, through member clubs and individuals, the importance of traffic/transportation and related fields to every individual and to every economic structure throughout the world. 2. To promote the general welfare of member clubs and their members. 3. To provide an international forum for local traffic and transportation organizations. 4. To stimulate and establish a dialogue among its members on subjects of national and international transportation importance. 5. To promote education in the fields of traffic/transportation and related fields. ARTICLE III MEMBERSHIP SECTION 1. MEMBERSHIP CLASSIFICATION: The organization shall have five (5) classes of membership. The designation of such classes and qualifications of members shall be as follows: SECTION 2. TRAFFIC /TRANSPORTATION CLUB: Any bona fide traffic/transportation club whose membership includes representatives of both carriers and shippers which indicate an interest in the objectives of the organization, and which hold six (6) meetings per year. SECTION 3. INDIVIDUAL SUSTAINING: Any individual of good character who may be interested in the work of the organization and indicates a desire to support its objectives. SECTION 4. COMPANY: Any firm or institution which may be interested in the work of the organization and indicates a desire to support its objectives. SECTION 5. ASSOCIATE: Any student fraternity/sorority group whose main objectives deal with traffic and/or transportation matters, which group is associated with a university or college. SECTION 6. HONORARY: Any individual company or institution who or which renders an outstanding service or contribution to the support of the organization. The Board of Directors shall be the sole judge of the individual, company or institution entitled to this award. SECTION 7. The term "member" as used shall refer to any organization or individual falling into any of the above categories and shall be appropriately interpreted according to the manner in which it is used. APPLICATION FOR MEMBERSHIP SECTION 8 (a). Each application for TRAFFIC/TRANSPORTATION CLUB and ASSOCIATE membership must be made in writing on proper application form accompanied by the names and addresses of officers. Applications shall be signed on behalf of the organization. SECTION 8 (b). Each application for INDIVIDUAL SUSTAINING membership must be made in writing on the proper application form, signed by the applicant and sponsored by a Sustaining member in good standing and forwarded to the principal offices of the organization. SECTION 8 (c). Each application for COMPANY MEMBERSHIP must be made in writing on the proper application form. Application shall be signed on behalf of the applicant by an officer or authorized agent and forwarded to the principal offices of the organization. SECTION 8 (d). Each application, with the exception of INDIVIDUAL SUSTAINING and COMPANY membership, shall be referred to the Board of Directors, who shall have complete jurisdiction over applications. Acceptance shall be by two-thirds (2/3) affirmative vote of the members of the Board of Directors present and voting. RIGHTS & PRIVILEGES OF MEMBERSHIP SECTION 9 (a). All members shall be entitled to all privileges of the organization and shall be entitled to representation through accredited delegates, as provided in these Bylaws, to one vote on each matter submitted to a vote of the members, with the following exception: SECTION 9 (b). SUSTAINING members shall receive a certificate of membership, and material distributed by the organization, but shall have no right to vote except as a duly selected delegate from a member club. SECTION 9 (c). HONORARY, COMPANY and ASSOCIATE members shall not hold office unless exception is made by the Board of Directors. Exception shall be by two-thirds (2/3) affirmative vote of the Board of Directors present and voting. REMOVAL FROM MEMBERSHIP Membership in this organization shall terminate as follows: SECTION 10 (a). Any member may resign by filing a written resignation with the principal officers of the organization, or SECTION 10 (b). The membership of any member who becomes ineligible by virtue of failing comply with qualifications for membership as prescribed by these Bylaws shall automatically be terminated, or SECTION 10 (c). The Board of Directors, by affirmative vote of not less than three-fourths (3/4) of all members of the Board present and voting, may suspend or expel a member for failure to pay any indebtedness owing by such member to the organization within sixty (60) days after payment if due, or for violation of the Bylaws, or for other good and sufficient reason, after an appropriate hearing. SECTION 10(d). Upon termination of membership as provided above, the rights of a member to vote, and all other rights, privileges, and interests in the organization, its rights, privileges and property shall cease. Any dues that may have been paid in advance shall be returned, provided that termination of membership shall not relieve any member of its obligation to the organization theretofore accrued. REINSTATEMENT OF MEMBERSHIP SECTION 11. Upon written request signed by a former member whose membership has been terminated, the Board of Directors may by an affirmative vote of not less than three-fourths (3/4) of the members of the Board present and voting, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate. ARTICLE IV BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE GENERAL POWERS SECTION 1. Except as otherwise provided by law or these Bylaws, the affairs of the organization shall be managed by its Board of Directors. SECTION 1 (a). EXECUTIVE COMMITTEE: The Executive Committee shall consist of Chairman of the Board, President and CEO, First Vice President, Executive Vice Presidents, Executive Director/Treasurer, Secretary, Chairman of the Past Presidents' Advisory and all 4 Regional Vice Presidents. The President/CEO may appoint one or more, with a maximum of six, Vice Presidents at Large from time to time to carry out the plans and objectives of the organization. COMPOSITION SECTION 2. The Board of Directors shall consist of (a). Executive Committee: Chairman of the Board, President and CEO, First Vice President, Executive Vice-Presidents Executive Director/Treasurer, Secretary, Chairman of the Past Presidents Advisory. In addition, the President may from time to time appoint "six Vice Presidents at Large". (b). Regional Vice Presidents: 4 Regional Vice Presidents; (c). Program Directors: (d). (e). Ex-Officio members: Past-Presidents. ELECTION AND TENURE The manner of election and terms of office shall be as follows: CHAIRMAN OF THE BOARD SECTION 3 (a). The Board may elect the retiring president or elect a chairman from among the Members of the Board. The Chairman shall hold offices for a term of Two (2) years or until a successor is elected and inducted into office. EXECUTIVE COMMITTEE SECTION 3 (b). The principal officers (Executive Committee) shall be elected by the delegates at the annual meeting and shall hold office for a term of Two (2) year or until their successors have been elected and inducted into office. The Chairman of the Past President's Advisory shall be the immediate past Chairman of the Board of Directors. REGIONAL VICE PRESIDENTS SECTION 3 (c). The Regional Vice Presidents shall be elected by the delegates at the Annual Meeting and shall hold office for a term of two (2) years or until their successors have been elected and inducted into office. SECTION 3 (d). All Officers and Regional Vice Presidents shall be members in good standing in a Traffic Club affiliated with the organization and shall, during their terms of office, automatically become Delegates at Large to all meetings of the organization. SECTION 3 (e). All Officers and Regional Vice Presidents, and Directors shall be members in good standing in a Traffic Club affiliated with the organization and shall, during their terms of office, automatically become Delegates at Large to all meetings of the organization. ELECTION PROCEDURES SECTION 4 (a). Principal Officers - The Chairman of the Board shall appoint a Nominating Committee consisting of a Chairman and not less than four (4) members to receive nominations for the principal offices. These candidates must have served a minimum of one year as a member of the Board of Directors. The four (4) members shall automatically include the President and the First Vice President. The First Vice President shall ascend to office of President without opposition. The election, by the Delegates, shall be held at a time and place during the Annual Meeting as shall be designated by the Chairman of the Board. SECTION 4 (b). Regional Vice Presidents - The President and CEO shall appoint a Nominating Committee consisting of a Chairman and not less than four (4) members to receive nominations for the offices of Regional Vice Presidents, provided that the Committee shall exercise due regard for diversity of vocation and geographical location in seeking candidates for the offices of Regional Vice Presidents. The Committee shall be appointed at least ninety (90) days in advance of the Annual Meeting. Half of the regions in the U.S. and half of the regions in Canada will be elected each year (i.e. half in even years (East-Southeast); half in odd years (Central -West) and Mexico -Canada will be held every other year. Candidates should be submitted to headquarters prior to the Annual Meeting in order to formulate ballots. Election will be by ballot vote by delegates in attendance at the Annual Meeting according to Article VII Section 4 and 5. EXECUTIVE DIRECTOR/TREASURER SECTION 4 (c). The Executive Director/Treasurer shall be appointed by the Executive Committee, subject to the approval of the Board of Directors, and shall serve at the will of the Board. The Executive Director/Treasurer will report directly to the Executive VP of Business Process. NOMINATING COMMITTEE SECTION 4 (d). The names of the Nominating Committee will be distributed to the Members of the Board and Member Clubs sixty (60) days in advance of the Annual Meeting. SECTION 4 (e). The Committee shall post its report at the Credentials Desk during the Annual Meeting. Prior to the morning of the final business session of the Annual Meeting, any delegate present shall have the privilege of submitting to the Secretary nominations for the office of Regional Vice President. Voting and installation will be at the final business meeting of the Annual Meeting. SECTION 4 (f). If more than one candidate has been nominated for an office, the Secretary shall prepare ballots for distribution to the delegates at the opening of the afternoon session. Election shall be by ballot vote and candidate or candidates receiving the largest number of votes shall be declared elected. SECTION 4 (g). Where only one(1) candidate has been nominated, election may be by voice vote or general consent. DISQUALIFICATION OF OFFICERS, REGIONAL VICE PRESIDENTS AND DIRECTORS SECTION 5. Any member of the Board, as provided for in Article IV Section 2, who fails to maintain good standing in a Traffic Club affiliated with the organization shall be automatically discharged from the Board of Directors. VACANCIES SECTION 6 (a). The President shall fill unexpired terms of Executive Vice President's, Regional Vice Presidents and executive Vice Presidents shall fill the unexpired terms of Program Directors when vacancies occur. He/she shall notify the Board of Directors of such appointments at the next regular Board meeting. SECTION 6 (b). A vacancy on the Executive Committee shall be filled by nomination by the executive Committee and election at the first meeting of the Board of Directors following the vacancy, provided that the President may temporarily appoint someone in an acting capacity until the vacancy is filled by the Board. EXPENSES SECTION 7. National Officers, Regional Vice Presidents and Directors of the organization shall serve without pay. The Board of Directors may provide for the payment of expenses, except travel, lodging and meals, on behalf of the Secretary in the conduct of his/her elected office. The remuneration of the Executive Director and his/her expenses in the conduct of the administrative offices shall be at the discretion of the Board of Directors. In no case, however, shall expenses be contracted or allowed in excess of the estimated revenues received. MANNER OF ACTING SECTION 8. Except as otherwise provided by law of these Bylaws, the act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. QUORUM SECTION 9. Except as otherwise provided in these Bylaws, five (5) members of the Executive Committee or fifteen (15) members of the Board of Directors shall constitute a quorum for the transaction of business by the respective bodies. ARTICLE V DUTIES OF THE OFFICERS SECTION 1. Chairman of the Board: The Chairman of the Board shall perform the duties usually assigned to that office. He/she shall preside at all meetings of the Board and shall have the power to designate a Member of the Board to preside in his absence. The Chairman of the Board shall appoint a Nominating Committee, consisting of a Chairman and not less than four (4) members, to nominate candidates for the principal officers (Executive Committee). SECTION 2. President and CEO: The President and CEO shall perform the duties usually assigned to that office, including appointing additional Regional Vice Presidents to serve until the next regular annual meeting. He/she shall appoint all Committees along with the Executive Vice Presidents, except when otherwise provided for by resolution. The President shall appoint a Nominating Committee, consisting of a Chairman and not less than four (4) members, to seek nominations for the offices of Executive Vice Presidents, Regional Vice Presidents. He/she will be responsible for first contact and communication with the four (4) Executive Vice-Presidents, Chairman of Nominations-Awards/TCI Person of the Year. By and with the advice of the Board of Directors, he/she shall exercise the power and influence of the organization toward the end for which it exists. He/she shall be responsible for calling all meetings of the organization, including all meetings of the Board of Directors. Term of the President and CEO shall be for 2 (Two) years. SECTION 3 (a). Vice Presidents: First Vice President shall perform such duties as assigned by the President and CEO. Be responsible for day to day operations including supervision and management of the Regional Vice President's, and assist the President and CEO with the Executive Vice President's and their program Directors. The First Vice President will also be the TES liaison on behalf of TCI working in collaboration with the annual and Mid-term meetings program Directors team. Term of First Vice president shall be 2 (Two) years. SECTION 3 (b). Second Vice President has been eliminated. SECTION 3 (c) Executive Vice Presidents: The 4(Four) Executive Vice Presidents as officers will be in charge of the verticals which will consist of Exec VP of Business Process, Exec VP of Education, Exec VP of Marketing and Sales and Exec VP of Club Development. They will report to the President and CEO, First Vice President and have the Regional VP's act as Liaison to their specific business units from the field clubs and members. The Executive VP of Business Process will have the following Program Directors and responsibilities: The Executive Director/Treasurer offices will be combined and shall perform the usual duties of the office and any additional duties assigned by the President or Board of Directors; The Executive Director/Treasurer will report directly to the Executive VP of Business Process. The Executive Director/Treasurer shall have custody of all funds of the organization. The Executive Committee will be required to approve all expenses in excess of $250 with prior approval by the Executive VP of Business Process. Monthly financial reports shall be made by in such a manner as the Board, Executive VP of Business Process and Executive Committee shall determine. Executive Director/Treasurer whose programs include Monthly reports, banking and Financials, Budgets and Tax Compliance. Management of the International Headquarters Office and supervision of personnel. Work closely the all Officers, Regional Vice Presidents, Directors, and Program Chairs to accomplish the organization's projects and goals including: Assistance in writing, preparing, and editing of major program materials for standing committees. Production and mailing to Officers, Regional Vice Presidents, Directors, Standing Committee Chairs, affiliated Traffic Clubs, Sustaining and Company members all approved informational announcements of the organization. Must organize and plan to be in attendance of the Annual meeting of the organization. Preparation of checks, billings and bookkeeping control receipt and deposit of all organization funds as assistant to the executive VP of Business process. Perform such duties as may be assigned by the Executive Committee. By Laws and Procedures-to include by-Laws, standard operating procedures, Officers, Regional Vice Presidents, Board, key performance indicators and legal representation; Meetings-Annual and Mid Term, Coordination of Meetings with First VP, TCI Site selections, TCI Costs and Budgets for the meetings; Nominations- Which includes Officer, Board, RVP Candidates review team, Club Nomination planner, Election Team Coordinator, Election Review Process Team; The Executive VP of Education will have the following Program Directors and responsibilities: 1) Scholarship-Programs include banking and Finance of Scholarship Monies, Application and selection, Annual Meeting Student Coordinator, Media and Presentation Liaison; 2) Mentoring-Club Level, Scholarship, Program Guidelines Coordinator, Factual Review and Presentation to media criteria; 3) Internship's-Corporate Development, Program Scope and Operations, Nomination and Application Coordinators, Corporation and Intern factual reviews; 4) National transportation Week-Publications, Training Programs, International coordinators, Awards, Review and presentation for Media. The Executive VP of Marketing and Sales will have the following Program Directors and responsibilities: 5) Media-Club and TCI presentations coordinator, Advertising and Distribution Coordinator, Print Coordinator; 6) Internet-Web-Web Page development, Emails, Club Links Coordination, Electronic Print and Publications; 7) TCI Platforms-TCI Person of the Year Coordination, annual Meeting Platforms, Results and Accountability of Platforms, Issue development, Review and Certification of Platforms; 8) Corporate development-Fund raising programs, Club and Corporate Value Stream, Communications, Strategy and process for Clubs and TCI; The Executive VP of Club Development will have the following Program Directors and responsibilities: 9) Sister Clubs- Annual Listings and Contacts, Club planning and results, Sister Club events, Review and Coordination with club Directors; 10) Planning-Club SWOT analysis and Coordinator, Growth and Goals platforms, TCI expansion, Long range Strategy; 11) Membership-Local and TCI Presentations Coordination, Sustaining Membership, TCI Corporate membership and Club Transition of new clubs; 12) Club Strategy and Process-standard operating procedures and key performance indicators, Historian, Future Vision team, review, accountability and Change teams. SECTION 4. Secretary: The Secretary shall perform the usual duties of the office and any additional duties assigned by the President or Board of Directors; keep an accurate account of all meetings of the Executive Committee and Board of Directors and promptly dispatch copies of the minutes of the Board of Directors. The Secretary shall have custody of all funds of the organization. Financial reports shall be made by the Secretary in such a manner as the Board shall determine. SECTION 5. Regional Vice Presidents: Regional Vice Presidents shall function and perform duties as assigned. They shall act as liaison officers between the organization and local affiliated clubs to facilitate club opportunities to the respective business unit executive Vice president and shall attend all Executive Board meetings and attend Traffic Club activities within the region. They shall also be responsible for the selection of the National Transportation Week chairman in his/her State/Province in coordination with the NTW week program Director. SECTION 6. Executive Director/Treasurer: This office shall be combined as Executive Director/ Treasurer and will be included in Section 3 B above. ARTICLE VI STANDING COMMITTEES SECTION 1. All Standing committees will be moved into the 4 vertical business units and managed by the Executive VP's. There shall be the following Standing Committees: Advertising, Awards/TCI Person of the Year, Bylaws, Club Publications, Club Services, Company Membership, Credentials, Education, Historian, Membership Extension, National Transportation Week, Past President's Advisory, Public Relations, Special Projects, and Sustaining Membership. These committees are outlined in program responsibilities in section 3B above. DUTIES SECTION 2. The duties of the Program Directors shall be as enumerated in the Club Services Manual and such other duties as may be prescribed from time to time by the assigned Executive Vice President and/or the President and the Board of Directors. MEMBERS SECTION 3. The Executive President shall appoint the Program Directors if required, to all programs named in this article, who shall serve at the will of the executive Vice president. SPECIAL COMMITTEES SECTION 4. Special Committees may be appointed by the President or Executive Vice Presidents from time to time to carry out the plans, and objectives of the organization. ARTICLE VII MEETINGS AND DELEGATES SECTION 1. Annual Meeting: The Annual Meeting of the organization shall be held on a date, and at a time and place, selected by the Executive Committee, and ratified by the Board of Directors, for the purpose of electing and installing the Executive Officers, Regional Vice Presidents, and Directors as provided by these Bylaws; and for the transaction of such other business as may come before the meeting. SECTION 2. Special Meetings: Special meetings of the organization may be called at such time and place and for the transaction of such business as shall be deemed necessary by the President. SECTION 3. Notice of Meetings: Written or printed notice stating the place, day, and hour of any meeting of the organization shall be delivered, either personally or by mail, to each member entitled to vote as such meeting, by or at the direction of the Board of Directors. In case of a special meeting, the purpose for which the meeting is called shall be stated in the notice. SECTION 4 (a). Delegates to Annual Meeting: Member Traffic/Transportation Clubs shall be entitled to have vote at each Annual Meeting two (2) delegates for the first fifty (50) or fraction thereof resident members, two (2) delegates for the second fifty (50) or major fraction thereof resident members, and two (2) delegates for each additional one hundred (100) or major fraction thereof resident members. SECTION 4 (b). All members of the Board of Directors, during their terms of office, shall serve as Delegates at Large at the Annual Meeting of the organization. SECTION 5. Voting by Delegates: Each delegate shall be entitled to one (1) vote, provided that the total number of votes to which any member Traffic/Transportation Club is entitled shall not be reduced through the failure of any accredited delegate to attend. In the event of such contingency the full number of said allowable votes may be cast by the delegate or delegates actually in attendance. SECTION 6. Action by Members: Action by members shall be at a meeting of the organization duly assembled at which there is a quorum, by affirmative vote of a majority of the duly accredited delegates present, except where otherwise provided by these Bylaws. SECTION 7. Quorum: The presence of thirty (30) duly accredited delegates shall constitute a quorum for any meeting of the organization. ARTICLE VIII DUES SECTION 1. Annual Dues: Each member Traffic/Transportation club shall pay annual dues in an amount equal to two dollars ($2.00) for each of its resident members, provided that in no case shall the annual dues be less than fifty dollars ($50.00) nor more than eight hundred dollars ($800.00). Annual dues in the classes of Traffic/Transportation Club, individual Sustaining, Company and Associate, as described in Article III of these Bylaws, shall be fixed from time to time by the Board of Directors. SECTION 2. Exemption: Members in the class of membership, Honorary, as defined in Article III of these Bylaws, shall not pay dues. SECTION 3. Payment: Dues shall payable in advance on the first day of October of each fiscal year. Dues of a new member shall be pro-rated from the first day of the month in which such member is elected to membership, for the remainder of the fiscal period of the organization. SECTION 4. Default and Termination of Membership: When any member of any class shall be in default in the payment of dues for a period of sixty (60) days from the beginning period for which such dues become payable, membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of the Bylaws. SECTION 5. Fiscal Year: The fiscal year of the organization shall begin on the first day of October each year and end on the last day of September of the following year. ARTICLE IX CONTRACTS, BOOKS, RECORDS, AND FUNDS SECTION 1. Contracts: The Board of Directors may authorize any Officer or Officers, agent or agents of the organization, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization and such authority may be general or confined to specific instances. SECTION 2. Checks, Drafts, etc.: All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the organization shall be signed by such Officer or Officers, agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 3. Receipts, Deposits: All monies payable to the organization shall be in U.S. currency or its equivalent. All funds of the organization shall be deposited, from time to time, to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. Books and Records: The organization shall keep correct and complete books and records of accounts, and shall keep at the registered or principle office a record reflecting the names and addresses of members entitled to vote. All books and records of the organization may be inspected by any member, or his agent or attorney, for any proper purpose, at any reasonable time. SECTION 5. Officer's Records: All Officers and Committee Chairmen shall deliver all records, files and properties of the organization to his successor within one month after retiring from office, unless otherwise directed by the President or Board of Directors. Section 6- Investment of Funds: Any Investment of Organization Funds must have approval by the Executive Committee Board, and Board of Directors. These must be a majority decision on these investments. ARTICLE X RESOLUTIONS Any resolution or other action receiving the approval of a majority of the member Traffic Clubs shall be the view of the organization, provided that in presenting or publishing such resolution or action, the dissenting view of any individual Club shall upon its request, be recorded, and provided further that no member Traffic/Transportation Club shall be barred from taking such independent action as may seem to its best. ARTICLE XI OFFICES SECTION 1. Place: The Organization shall have and continuously maintain in the State of Washington, in the City of Ocean and the County of Grays Harbor, a registered agent whose office is identical with such registered office. The organization may have other offices within or without the State of Washington as the Board of Directors may from time to time determine. SECTION 2. Seal: The Board of Directors shall provide a Corporate Seal which shall be in the form of circle and shall have inscribed thereon the name of the organization and the words, "Corporate Seal, Washington". SECTION 3. Waiver of Notice: Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation, or by the Bylaws of the organization, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before of after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XII PARLIAMENTARY AUTHORITY "Robert's Rules of Order Revised" shall govern this organization in all matters of procedure not covered by these Bylaws. ARTICLE XIII AMENDMENTS These Bylaws and the Articles of Incorporation may be amended at any meeting of the Board of Directors by a two-thirds (2/3) affirmative vote of the members of the Board of Directors present and voting, provided that notice of intention to amend the proposed amendments is mailed to all members of the Board of Directors at least thirty (30) days prior to such meeting. Bylaws may also be amended/voted by proxy if the proxy is for a specific purpose and is assigned to a person present at the meeting. The proxy is valid only for the purpose stated and must be in writing and signed by the qualified member.