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| NASSTRAC Constitution and Bylaws |
CONSTITUTIONPREAMBLE
NASSTRAC is the preeminent voice of the Shipper Community involved in strategic shipping activities via a full range of transportation services. NASSTRAC’S Mission Statement: "To be the leading provider of advocacy, education, connections, and solutions to transportation and logistics professionals who manage freight across all modes.” ARTICLE 1The name of the Corporation is NASSTRAC, Inc. ARTICLE 2Its registered office is in the state of Delaware is 1201 North Market Street, Wilmington, Delaware. The name and address of its resident agent in Delaware are Delaware Corporation Organizers, Inc., P.O. Box 1347, Wilmington, Delaware 19801. These designations may, from time to time, be amended or changed through an appropriate filing with the Delaware Secretary of State’s office. ARTICLE 3The purposes for which NASSTRAC is organized are: 1. EDUCATION: To maintain and provide a professionally focused Educational Program to meet the ongoing needs of Members.
2. PROVIDER RELATIONS: To foster fair dealings and relationships between Members, Logistics Providers, and other suppliers to the shipping community that NASSTRAC serves.
3. ADVOCACY: To advocate the interests of Members by taking action on issues related to logistics and transportation.
ARTICLE 4The Corporation is a non-stock and non-profit organization. It shall not have or issue capital stock. It shall not declare or pay dividends or distribute income. Eligibility for classes of membership shall be as set forth in the Bylaws which prescribe the qualifications of companies, persons, and associations for election or admission to the classes of membership, and specify the duties and responsibilities of Members and conditions for continued membership. A voting member shall be entitled to no more than one vote. The method of voting and the number of members to constitute a quorum shall be as set forth in the Bylaws. ARTICLE 5The corporation shall have perpetual existence. ARTICLE 6The property of members shall not be subject to the payment of corporate debts. ARTICLE 7The Executive Committee shall be the governing board of NASSTRAC; it shall be guided in managing the activities and affairs of NASSTRAC by the Certificate of Incorporation, the Constitution and the Bylaws.The Executive Committee shall have power to:
The composition of the Executive Committee shall be in the manner provided by the Bylaws, but in no case shall the number be less than nine. The members of the Executive Committee may be classified as to term of office as provided in the Bylaws. Members of the Executive Committee shall hold offices until the end of their term and/or until their successors are respectively qualified. The Bylaws shall specify the number of members needed to constitute a quorum. The Executive Committee, may, by Resolution, designate one or more committees as provided in the Bylaws. Committee functioning shall be guided by the Manual of Committee Procedure for NASSTRAC; Committee names shall be as stated in the Bylaws or as determined by Resolution. To the extent provided in the Bylaws or by Resolution, a Committee may exercise those powers specifically delegated to it by the Executive Committee; the Executive Committee may exercise review over decisions reached by a Committee.
ARTICLE 8
Meetings of Members may be held outside the State of Delaware if the Bylaws so provide. The books of the Corporation may be kept outside of the State of Delaware at such place of places as may be, from time to time, designated by the Executive Committee. The membership may elect Officers as specified in the Bylaws. The titles and duties of Officers shall be as provided in the Bylaws. ARTICLE 9NASSTRAC reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon Members are granted subject to this reservation. NASSTRAC BYLAWS1. SHORT NAME This Association is named NASSTRAC, Inc. The Association will be referred to herein as "NASSTRAC.” 2. OFFICERS The elected officers of NASSTRAC shall be as follows: President First Vice President Second Vice President Secretary Treasurer
An Assistant Secretary may be appointed as a non-voting officer of NASSTRAC and shall serve as such until a change is directed by the Executive Committee.
The officers of NASSTRAC shall be elected for a term of two years at the annual meeting of NASSTRAC at which current terms of office end, and shall take office immediately thereafter. They shall continue in office until their successors are duly elected, provided that the President and two Vice Presidents shall not be eligible to succeed themselves in the same office.
Should an officer be unable or unwilling to complete their term of service, the Chairperson shall nominate a replacement to serve until the following election. If the vacated role is that of the Chairperson, the President shall nominate a replacement. The Executive Committee must approve the nomination by a majority vote.
President. It shall be the duty of the President to preside at all general membership and special meetings of NASSTRAC. He or she shall appoint all Chairpersons and Members of Committees including Executive Committee members, unless appointment is made by majority at an Executive Committee Meeting. Appointments of Committee Chairpersons are for the term of the President making the appointment. Committee Chairpersons will continue to serve after a new President is elected until such time as the new President takes appointment action. The new President may either reappoint those already serving or appoint new Committee Chairpersons.
The President shall oversee any third party relationships, including but not limited to association management companies contracted with NASSTRAC. NASSTRAC may also engage legal counsel, CPA’s or other tax advisors, and investment advisors, as well as other appropriate service advisors. The President may delegate to other Officers oversight of third parties with the exception of oversight of the Executive Director or an association management company, due to the critical nature of these services. First Vice President. In the absence of the
President, at any general membership meeting or special meeting, the First Vice
President shall act in lieu of the President. In the event of the death,
resignation, or disability of the President, the First Vice President shall
perform all the duties of the President. Second Vice President. It shall be in the duty of the Second Vice President to assist the President and/or the First Vice President. In the absence or disability of both the President and First Vice President, the Second Vice President shall perform the duties of the President and the First Vice President The Second Vice President shall lead the Investment Committee. Other members of this committee shall include the First Vice President, Assistant Secretary and the Treasurer. The President may vote on the committee as well. It shall be the responsibility of the Investment Committee to monitor the investment account portfolio as outlined in the Investment Policy.
The Second Vice President shall also oversee the activities of the Education Committee.
Treasurer. It shall be the duty of the treasurer to supervise and direct the receipt of all dues for membership and other remittances to NASSTRAC. Funds shall be deposited in the name of NASSTRAC in accounts in banks, or in securities subject to approval by the Executive Committee or a designated committee thereof. The Treasurer shall perform such interval audits as are necessary. The Executive Committee shall direct an audit of the financials by a qualified auditor as appropriate. All receipts and expenses shall be accounted for by the Treasurer to the Executive Committee by report at each general membership meeting and at such other time or times as the Executive Committee may designate. The Treasurer and the Executive Director shall pay or cause to be paid all proper expenses of NASSTRAC by checks drawn upon the bank selected as the depository for the NASSTRAC funds. All disbursements by NASSTRAC shall be subject to audit and approval by the Executive Committee. Temporary or longer-term investment of NASSTRAC funds may be made in banks, money market funds, and other securities when approved by the Investment Committee. Secretary. The Secretary shall be responsible to NASSTRAC for the direction and management of that part of the business of NASSTRAC which is concerned with the keeping of records, the official correspondence, with giving and receiving notices, countersigning documents, arrangements, Bylaws, publicity, speakers and other duties normally performed by a secretary, including keeping and delivering the minutes of meetings of the Executive Committee. 3. EXECUTIVE COMMITTEE There shall be an Executive Committee comprised of the Officers of NASSTRAC, the immediate past president plus the Chairpersons of any continuing Committees and no more than twelve at large members of the Executive Committee. Membership on the Executive Committee is limited to Regular Members. A majority of members of the Executive Committee shall be beneficial owners or shippers of freight, provided that, by a majority vote of such beneficial freight owner members of the Executive Committee, this majority requirement may be waived. The Executive Committee shall be the governing board and have charge of the affairs of NASSTRAC and the business thereof. The immediate past president of NASSTRAC shall be Chairperson of the Executive Committee. Membership on the Executive Committee shall be in the name of the individual and not otherwise. The Assistant Secretary shall be a non-voting member of the Executive Committee. His or her participation in discussions shall be as a consultant at the discretion of the Chairperson. The Executive Committee may establish and maintain an administrative office of NASSTRAC and designate a person to head such office, with title of Executive Director. This office and Executive Director may be a contracted association management company. The duties and business to be performed by this office are as defined elsewhere in these Bylaws, or within a management contract and statement of work with said Executive Director or association management company. Attendance. Members of the Executive Committee are expected to be in attendance at meetings. Executive Committee members must attend no less than 75% of all scheduled meetings, including annual meetings and scheduled committee meetings. Special meetings may take place in person or by electronic means. Lower attendance may result in dismissal from the Executive Committee. Term. Executive Committee members may serve for an indefinite period of time. However, non-elected members of the Executive Committee must be reconfirmed to the Executive Committee every two years, coinciding with the election process. Reconfirmation will be performed by the President, after the President has reviewed the member’s past attendance and participation in NASSTRAC.
4. DELEGATION OF EXECUTIVE COMMITTEE POWERS The Chairman of the Executive Committee, the President, the First and Second Vice-Presidents, the Secretary and the Treasurer, as a group, shall have all of the powers of the Executive Committee when the Executive Committee is not in session. All acts of these officers plus the Chairperson of the Executive Committee as a group shall be reported by the NASSTRAC Secretary in proper written form at each regular meeting of the Executive Committee and also at any special meeting of the Executive Committee. When needed, the Officers of NASSTRAC may meet, either in person or by electronic means, as a working committee of the Executive Committee, to develop recommendations and take temporary action, but such recommendations and actions shall be subject to review, rescission or ratification by the Executive Committee at its next regular or special meeting.
5. APPOINTED OFFICIALS Executive Director. The Executive Director, by authority from the Secretary, may keep the minutes of all general membership and special meetings of the Conference and all meetings of the Executive Committee and perform other duties as directed by the Executive Committee. All books, records, and accounts of the Conference may be kept in the administrative office. The Executive Director shall acquire and disseminate for the use of the members of NASSTRAC such business information as may prove of value to members; when directed to do so, shall issue calls for meetings and prepare the agenda in connection therewith, and shall issue and distribute to the members a report of the proceedings of said meetings, and shall supply other appropriate information; shall notify Members of their appointment to Standing or Special Committees and shall conduct the general correspondence of NASSTRAC between the administrative office and the Members, and between that office and the various outside agencies with which NASSTRAC may have business; shall distribute to each Member at regular or special meetings any reports of the Chairpersons of Committees, and shall distribute copies of all reports to members requesting copies following general meetings; shall keep the officers and Committee Chairpersons advised of the business of NASSTRAC generally and shall confer with them and with counsel by telephone, letter, electronic communication or in person in the discharge of the duties of office and shall assist in matters relative to press relations, publicity, membership and carrying out NASSTRAC activities. When NASSTRAC chooses to utilize an association management company, duties of the Executive Director shall be clearly defined within an association management contract and Statement of Work. Assistant Secretary. The President of NASSTRAC,
may, with the approval of the Executive Committee, appoint an Assistant
Secretary who shall serve as an appointed officer of NASSTRAC. The Assistant
Secretary, by authority from the Executive Committee, may represent NASSTRAC in
matters before regulatory bodies. The Assistant Secretary shall be a non-voting
member of the Committee as a consultant and may be invited to participate in
discussions and to make reports to the Committee at the discretion of the
President. At any regular or special meeting of the Executive Committee, seven (7) committee members shall constitute a quorum. 7. JOINING NASSTRAC Application for Membership. Any individual, firm, corporation or association may apply for membership by making written application and paying the prescribed dues. The Executive Director shall regularly process such new Members for acceptance, referring any questions as to the qualifications of a prospective Member to the Executive Committee.
Regular Members. Individuals, firms, corporations or associations which ship or receive freight; Retailers, Distributors, Manufacturers, and Wholesalers whose activities are predominantly shipper-oriented shall be eligible for regular membership. Additionally, non-asset third parties, consultants, academics and other buyers and influencers of transportation purchasing decisions may also be considered Regular Members. Such members who pay full dues in accordance with the dues schedule shall be Regular Members and shall have full membership privileges. Regular membership in NASSTRAC may be in the name of a corporation, corporate division, partnership firm, association, or organization. When an individual does not represent a company or an association, the membership may be in the individual’s name. An individual shall be designated as the representative to NASSTRAC of the member corporation, firm, association, etc. Associate Members. Carriers of freight, asset based transportation providers, warehouse operators and suppliers of related industry products or services and other sellers of freight-related services may be extended an invitation to apply for "NASSTRAC Associate Membership.” Associate Members will receive distribution of appropriate materials generated by NASSTRAC. They will be invited to attend membership meetings but will not be permitted to vote on either policy matters or the election of officers. Members in this category will be accorded privileges such as advance notification of meetings and exhibits, access to advertising space in the newsletter and access to NASSTRAC events and materials.
Honorary Members. Any person who has distinguished himself by meritorious service and who, in the judgment of the Executive Committee, is entitled to such recognition may be elected to honorary membership by the Executive Committee. Honorary members shall be entitled to attend meetings, but may not vote, hold elected office or be required to pay dues. Termination of Membership. Membership shall be terminated by formal resignation, by failure to pay dues within a reasonable time after notice of dues, or by the Executive Committee for good cause. 8. GENERAL MEMBERSHIP MEETINGS The order of business to be observed at general membership meetings shall be as directed by the President. Annual Meeting. The Executive Committee shall fix the time and place of the annual meeting of the membership of NASSTRAC, which may be at a place other than within the state of Delaware. It shall give due notice thereof to every Member of NASSTRAC not less than 30 days before the time which it shall designate for such meeting. Such notice shall be distributed in appropriate form to each Member. Special Meetings. Special meetings shall be called at any time the President deems necessary, which may be at a place other than within the State of Delaware. Notice of such meeting, specifying time and place and the reason for which it is called, shall be sent to each Member of NASSTRAC not less than 20 days prior to the date on which the meeting is to be held.
9. VOTING Voting Member. Regular Members who have more than one person participating in NASSTRAC activities shall have only one vote in elections and when matters are presented to Members for a vote. The Regular Member shall decide which representative may cast that vote and that representative will be considered the Active Member for purposes of that vote.
Voting Process. Voting may be done via online polling or other internet-based system, or by a hand vote or voice vote. In the case of a tie vote, the Chairman is the tie breaking vote. Thus, the Chairman must cast the final vote.
Absentee Voting. Any Regular Member entitled to vote at a special or general membership meeting may cast a vote by mail, fax or email by directing such vote to the Secretary in time for it to be present and counted with other votes taken.
Quorum. At all meetings of NASSTRAC, 25 Regular Members shall constitute a quorum for the transaction of business. 10. ELECTION OF OFFICERS Officer Eligibility. Only one representative of a Regular Member may be elected as an officer of NASSTRAC. More than one representative of a Regular Member may participate in NASSTRAC activities through membership on the Executive Committee or other committees. All officers shall be representatives of Regular Members of NASSTRAC and shall be elected by the membership at an annual meeting, except the Chairperson of the Executive Committee, who shall succeed to that office as provided herein, and the Assistant Secretary. Vacancies shall be filled by vote of the Executive Committee. Nominating Committee. The President shall appoint a Nominating Committee at least 60 days in advance of each election. Such Nominating Committee shall consist of not less than five active Regular Members. The Chairperson of the Nominating Committee shall be designated by the President. No Chairperson shall be eligible for designation for two consecutive election cycles.
The Nominating Committee shall report its nominations to the President and Secretary for distribution to the Members at least 15 days in advance of the date of the election. Nominations may be communicated to the General Membership through mail or electronic means, including but not limited to email distribution, online or social media, and other e-communications. When the nominations have been closed, a ballot shall be prepared and submitted to the active Members for their vote. The nominees receiving the majority of the votes cast for each office shall be elected. 11. AMENDMENTS The Constitution and Bylaws may be amended at any general membership meeting, or at any special meeting called for that purpose, only by a vote, and where two-thirds of all votes cast approve the proposed amendment. No amendments shall be approved which would be contrary to the Certificate of Incorporation. Twenty-five members shall constitute a quorum at such meeting. No such amendment shall be made at a meeting except when the proposed amendment shall have been submitted in writing to the Members at least 30 days previous to taking a vote thereon, except that in the event of a special meeting being called for the purpose, among other things, of amending the Constitution and Bylaws, action on such amendment may be taken immediately, provided notice of the proposed amendment or amendments has been sent to the membership for consideration at least 15 days in advance of said special meeting.
12. REFERENDUM The Constitution and Bylaws may also be amended by referendum ballot as hereinafter set forth. When an amendment is submitted by an active Regular Member at a time when no general membership or special meeting is in session and the Executive Committee has so directed, a ballot shall be sent to each active Regular Member setting forth the proposed amendment and enquiring whether the Constitution and Bylaws shall be so amended, with a space for the active Regular Member to indicate approval or disapproval. If there have been received valid ballots form two-thirds of the active Members, and two-thirds of the ballots received shall have been cast in favor of the amendment, it shall be recorded as having been adopted.
13. IMPACT OF NASSTRAC POLICY POSITIONS ON MEMBERS (a) Positions taken by NASSTRAC shall not be binding upon any individual member. Consequently, no individual member shall be responsible for any actions taken by NASSTRAC or be subject to liability as a result of such actions. (b) Membership in NASSTRAC shall not abridge the right of independent action by any member hereof, even though such action may be contrary to the aims, purposes or the position which NASSTRAC has taken on a specific matter. 14. COMMITTEES Standing Committees. NASSTRAC shall maintain 3 standing committees, which meet regularly. These Committees represent the purpose of NASSTRAC, as defined in Article 3 of the Constitution. These Committees are: Education Committee, Advocacy Committee, and Provider Relations Committee Ad Hoc Committees. When events or conditions call for development of a NASSTRAC course of action or review of a special issue, the President is empowered to create "Ad Hoc” Committees as needed to give full consideration to these issues. The President or the Executive Committee shall appoint the Chairperson of such Ad Hoc Committees and the Chairperson shall appoint the members and immediately report the membership to the President and the Secretary. The Committee shall report directly to the President. Ad Hoc Committees shall be disbanded by the President when they have completed their assigned task to the satisfaction of the Executive Committee.
15. ANNUAL REPORTS The following shall make annual reports: President, Treasurer, Executive Director, and Standing Committees, as follows: Education Committee, Provider Relations Committee, Advocacy Committee If NASSTRAC has chosen to utilize an association management company, the President shall submit an annual performance review report to the Executive Committee. The Executive Committee shall add comments, and vote for the approval of the report. The President shall present the performance review to the association management company.
All committee reports shall carry the names of the respective Chairperson and the members concurring therein. Any member may file a minority report which shall be submitted and considered at the same time as the majority report. 16. PROCEDURE FOR SUBJECT CONSIDERATION To obtain consideration of a subject, a Member must refer it in writing to the Executive Director, who shall in turn refer it to the Chairperson of the Executive Committee or to a Chairman of a Standing or Special Committee for consideration under established procedures, or a Member may ask for consideration of a subject at a regular membership meeting or at a special meeting. 17. DUES The Executive Committee has the authority to establish and adjust the dues structure, based upon such factors as marketplace conditions, value to membership, and costs to operate NASSTRAC. The Executive Committee has authority to set payment cycles for dues as well. In order to change or make adjustments to the NASSTRAC dues structure and payment cycle, there must be a quorum vote of approval by the Executive Committee, as set forth in the NASSTRAC bylaws. The foregoing schedule of dues shall be subject to periodic review, revision and classification by the Executive Committee. 18. FINANCES Fiscal Year. The fiscal year of NASSTRAC shall be from July 1 through June 30. Expenses of Members and Employees. At the approval of the Executive Committee, NASSTRAC may reimburse expenses of any member, members, or employee or employees incurred in behalf of NASSTRAC.
19. RULES GOVERNING MEETINGS Where not otherwise stated in these Bylaws, Robert’s Rules of Order, insofar as they are consistent with the law and the Constitution and Bylaws of NASSTRAC, shall govern the meetings. 20. SUSPENSION OF RULES Any rule of procedure may
be suspended temporarily by affirmative vote of two-thirds of those present at
any meeting provided for in these Bylaws. Revised: June 3, 2013 |
