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AIFBA Bylaws

Atlanta International Forwarders & Brokers Association Inc.

BYLAWS

ARTICLE I: Name of Association

This organization shall be known as the Atlanta International Forwarders & Brokers Association, Inc (AIFBA).

ARTICLE II: Objectives

The objectives of this not-for-profit association are: to promote the common business interests of Customs Brokers, Ocean Transportation Intermediaries (OTI’s), which includes International Freight Forwarders and Non-Vessel Operating Common Carriers, and Indirect Air Carriers (IAC’s); 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: Membership

Section 1:

There shall be three classes of membership: Regular, Affiliate, and Student.

Regular

Section 2:

(a) Regular membership shall be restricted to persons, firms, or corporations regularly engaged in business within the Greater Atlanta Metropolitan Area providing services to the public as either licensed Customs Brokers and/or International Freight Forwarders, holding a valid CHB, IATA or FMC license located in the Greater Atlanta Metropolitan Area. Such persons, firms, or corporations shall be admitted for membership as business organizations only, and in all matters coming before the Association, only one vote will be permitted to each Regular member, inclusive of all of its branches, affiliates, subsidiaries, or related companies. No person, firm, or corporation, however, may vote at any meeting except by a duly authorized representative of the Member he/she represents, and the President or person acting as such at any meeting may call upon such representative to produce his/her credentials as the authorized representative of the firm or corporation.

(b) There shall be no restriction as to the number of representatives of any Regular member who may attend meetings, but only one vote shall be permitted for each Regular member, as provided in Section 2(a), above. The Board of Directors (Article VII, Section 2) shall decide any dispute concerning representation.

(c) Every applicant for membership must submit their intent for membership to the Association in writing or through a manner directed by the Board of Directors and must provide the name, address, and occupation of the applicant. Such applications shall be referred to the Membership Committee (Article X), which shall report its findings to the Association. The applicant will be brought forth during the New Business portion of a meeting of the Association and will be voted upon where a quorum of regular members is met. The Association may either elect or reject such applicant by a majority vote of those Members and the applicant shall be informed of such election or rejection.

Affiliate

Section 3:

(a) Affiliate membership shall be restricted to persons, firms or corporations not licensed as Customs Brokers or International Freight Forwarders, but regularly engaged in business related to transportation or international trade services or such persons, firms, or corporations described in ARTICLE III, Section 2(a) who are not located in the Greater Atlanta Metropolitan Area and do not otherwise qualify as Regular Members.

(b) Affiliate members may attend general membership meetings at the discretion of the President or the Board of Directors but may not vote or be nominated to the Nominating Committee.

(c) 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.

Student

Section 4:

(a) Student membership shall be restricted to persons enrolled in accredited educational institutions or accredited educational institutions themselves located in or pursuing their education through institutions located in the Greater Atlanta Metropolitan Area.

(b) Student members may attend general membership meetings at the discretion of the President or the Board of Directors but may not vote or be members of the Board or be nominated to the Board of Directors.

(c) No Student member may utilize the membership in a manner contrary to the policy of the Association. Student members must use the word “Student” to describe membership in the Association in all printed material, advertisements and/or publications.

ARTICLE IV: Censure, Suspension & Expulsion

Section 1:

If the conduct of any Member shall appear to the Board of Directors to be improper or prejudicial to the character and welfare of the Association, or contrary to or in violation of its Bylaws and rules, the Board of Directors shall inform such Member thereof in writing to the Member informing them of the time when they may be heard in their defense before the Board. At such meeting, he/she may be censured, suspended or expelled by a two-thirds (2/3) vote of the Board members present. At least ten (10) days shall elapse between the service of such notice and said meeting.

Section 2:

Such hearing may be adjourned from time to time by the Board in its discretion, but any Board member who shall not have been present at any meeting of the Board at which evidence is taken, or at which the Member whose conduct is involved in a hearing is heard, shall not participate in the final decision.

Section 3:

A Member may be censured, suspended or expelled when (1) it has been determined by an appropriate governmental agency that the Member has violated a Federal law or regulation relative to Customs Brokers and/or International Freight Forwarders, 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 in status in such 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 of Directors the Member engages in activities or develops a reputation which brings public disfavor upon the industry.

Section 4:

All Regular Members, as a condition of their membership, are required to pledge themselves to observe and uphold such Code of Ethics as may from time to time be prescribed by the Association.

ARTICLE V: Initiation and Dues

Section 1:

The initiation fee and annual dues for all classes of membership shall be established from time to time by the Board of Directors.

Section 2:

Any extraordinary expenses shall be provided for by a special assessment at a meeting of the Board of Directors, subject to approval by the Membership, provided the Board of Directors has been advised of such proposal ten (10) days prior to said meeting

Section 3:

Annual dues shall be payable on January 1st of each year. Annual dues may be prorated for persons, firms or corporations joining after January 1.

Section 4:

In the event that any Member shall fail to pay within 60 days any sums due 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. Any Member thus expelled will not be entitled to services of the Association and any organizations hired by the Association will be instructed to delete the expelled Member from their list of members. A Member thus expelled may be reinstated by a majority vote of the Board upon said member making payment of the amount unpaid.

Section 5:

The resignation of a Member shall not relieve them from payment of accrued dues or assessments.

ARTICLE VI: Meetings

Section 1:

The membership meetings of this Association will be held the second Tuesday of each month. The meeting day may change at the discretion of the President, or any three members of the Board. The President will designate the place and time.

Section 2:

The President may invite to speak at any meeting persons whose presence may be beneficial or interesting to the membership and further the mission and objectives of the Association.

Section 3:

Special membership meetings of the Association shall be held upon the call of the President, or any three members of the Board, setting forth the purpose for which such meeting is called. The President shall also call special meetings within ten (10) days after receipt of a written request for such meeting, signed by five (5) Members and stating the purpose thereof. All notices of special meetings shall state the purpose for which such meetings are called and no business shall be transacted at such meeting except that specified in the request.

ARTICLE VII: Officers and Board of Directors

Section 1:

(a) The Officers of the Association shall consist of a Chair of the Board, a President, a Vice President, a Treasurer, and a Secretary; all of whom shall be elected by the Association and shall hold office for two (2) years or until their respective successors are elected and qualify to take office.

(b) The Chair of the Board shall be a former President of the Association who, upon their retirement, automatically becomes the Chair of the Board, without vote, until the retirement of his/her successor, or a minimum of three (3) years.

(c) A retired Chair of the Board, when not elected to any other office shall automatically become a Senior Counselor, without vote.

(d) If the Chair of the Board position is vacant, Senior Counselors may elect, by majority vote of the Senior Counselors, a member of the Senior Counsel to act as the Chair of the Board. If the Senior Counselors are unable to fill the Chair of the Board, the President shall nominate a Chair of the Board at his/her discretion.

(e) If a Board position is vacated during its term, the Board may nominate and fill the position by a majority vote of the Board, and the President shall have the deciding vote in the event of a tie.

(f) No two or more individuals employed by the same Member firm shall be elected for concurrent terms as officers and/or as members of the Board, other than Senior Counselors and the Chair of the Board. If special circumstances arise where no alternative is available, then this may be permitted by a majority vote of the members.

(g) All Officers and Board of Directors of the Association must be regular members, have a physical place of business, and have a residence within the Greater Atlanta Metropolitan Area.

Section 2:

The Board of Directors shall consist of the Officers named in Article VII, Section 1(a) and (b) above if applicable. The Board shall have general charge and control of the affairs of the Association. They are empowered to approve all major expenses, subject to the approval of the membership, and to employ counsel whenever necessary in the best interests of the Association. Three (3) members of the Board shall constitute a quorum.

ARTICLE VIII: Elections

Section 1:

The Officers referred to in Article VII, Sections 1(a) and (b) shall be elected at the regularly scheduled July meeting or any adjournment thereof, as provided herein

Section 2:

Election shall be by majority vote; eligible Members may vote by written proxy.

Section 3:

The Nominating committee shall nominate Officers of the Association at the regularly scheduled June meeting. The Secretary shall send via electronic communication to each Member of the Association a copy of the report of the Nominating committee at least fifteen (15) days prior to the July meeting.

Section 4:

At least fifteen (15) days prior to the July meeting, any five (5) Members may present for consideration at the July meeting a list of candidates for election as officers, provided that each of the five (5) members shall subscribe their name to each list.

Section 5:

A vacancy in any office, or on the Board may be filled for the remaining time by a majority vote of the members of the Board.

ARTICLE IX: Duties of the Officers

Section 1:

(a) The Chair of the Board shall represent the interest of the Association, the Senior Counsel of the Association, and its members and provide supervision and guidance to the Board of Directors as needed to foster effective communication and facilitate Association business.

Section 2:

(a) The President shall preside at all meetings of the Association and of the Board and shall perform the duties and exercise the authority usually pertaining to this office; including appointment of all committees, and shall cast the deciding vote in case of a tie.

(b) During the President's absence, such duties shall fall upon the Chair of the Board, and in the absence of the President and the Chair of the Board, shall fall upon the Vice President.

Section 3:

The Vice President shall be in charge of the Association’s office and staff, assist the President in compiling lists of such committees as the President shall appoint. They shall arrange meetings of the committees as well as meetings of the Board of Directors.

Section 4:

The Secretary shall keep a list of all members of the Association and their addresses. The Secretary shall keep a record of all meetings with the name of Members and guests present at regular and special meetings of the Association as well as meetings of the Board of Directors. The Secretary will maintain all records of the Association, including copies of the minutes of such meetings, except as provided for in Section 3 of this Article.

Section 5:

The Treasurer shall be responsible for billing and collecting dues and keeping the financial records of the Association. The Treasurer shall keep an account of all dues and assessments or other monies received by the Treasurer and payment of bills. The Treasurer shall make a financial report at scheduled Board meetings and at such other meetings as the President shall request. The Treasurer shall perform all other duties usually pertaining to this office.

Section 6:

Each Board Member is required to maintain Regular Membership status within sixty (60) days of the commencement of the membership period and must actively participate in all official Association business meetings and events. In the event that a Board Member’s absences from meetings become detrimental to the operations or interests of the Association, the President, together with at least two other Board Members, shall have the authority to initiate a process to replace that Board Member.

ARTICLE X: Senior Counsel

Section 1:

Senior Counsel shall consist of a minimum of three retired Chairs of the Association's Board and shall assist in promoting the Association's mission, onboarding new Board of Directors, supporting the Board of Directors in carrying out their responsibilities, and sourcing and recruiting new Board of Directors.

Section 2:

The Senior Counsel is the Nominating Committee and shall perform the duties of nominating new Board of Directors as prescribed in ARTICLE VIII, Section 3.

Section 3:

Senior Counsel may call to order a quarterly meeting on the second Thursday of the Quarter, or at the discretion of the President or any three members of the Board to review Association business. The regular order of business shall be as follows:

(a) Roll call of members

(b) Approval of minutes of previous meeting

(d) Report of Senior Counsel

(e) Unfinished Business

(f) New Business

(g) Adjournment

ARTICLE XI: Association Business

Section 1:

The presence of 10% of Members, in person or by proxy, shall constitute a quorum at any regular or special meeting of the Association.

Section 2:

The regular order of business shall be as follows:

(a) Roll call of members (written or verbal)

(b) Approval of minutes of previous meeting

(d) Report of Committees

(e) Unfinished business

(f) New business

(g) Adjournment

Section 3:

There shall be an Annual Business meeting, held at the regular Meeting in July or at the discretion of the President, or any three members of the Board.

Section 4:

There shall be a Weekly Business meeting, held each week or at the discretion of the President, or any three members of the Board.

ARTICLE XII: Committees

Section 1:

The principal standing committees, which shall act on all matters pertaining to the special functions as indicated by name, are as follows:

(a) Customs Committee (Inbound/Outbound)

(b) Transportation Committee

(d) Government Affairs Committee

Section 2:

The principal standing committees shall be organized as follows:

(a) A Chairperson or Co-Chairs shall be appointed by the President, subject to confirmation by the Board

(b) Each committee shall consist of a minimum of three (3) Members unless otherwise approved

by the President.

Section 3:

Committees shall only be Chaired by those from Regular Member companies in good standing.

Section 4:

Committees may be established or dissolved at the discretion of the majority vote of the Board of Directors. Full list of committees shall be presented to members at a regular meeting and posted on the website.

ARTICLE XIII: Amendments

Section 1:

When not inconsistent with these Bylaws, Robert's Rules of Order shall govern all meetings of the Association.

Section 2:

These Bylaws 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 amendment 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 XIV: Ethics

The conduct of Members shall be such as to comply with the rules of conduct for Customs Brokers and International Freight Forwarders as set forth in regulations issued by any governmental agency.

ARTICLE XV: Application of Funds

Section 1:

The Association shall use its funds only to accomplish its objectives and purposes, and no part of the funds shall be distributed to the Members or any part of them.

Section 2:

The Association may, upon approval by the Board, reimburse to the President or any other authorized representative of the Association, such expenses that may have been incurred on behalf of the Association, including travel expenses and convention dues.

Section 3:

Reimbursement of expenses shall be authorized after submission of a completed expense report with all relevant receipts attached therewith. A current expense report can be obtained from the Secretary.

Section 4:

The Board can, at such time as appropriate and by unanimous vote of the Board of Directors, send flowers or other reasonable gifts to Members and their family, or otherwise at their discretion. The following circumstances must apply:

(a) A “life-threatening” occurrence

(b) A “life-altering” occurrence

(d) Death

Section 5:

On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organisations to be selected by the Board.