CBFFAC BY-LAWS

ARTICLE I

NAME OF ASSOCIATION

  The name of this association shall be Customs Brokers and Freight Forwarders Association of Charleston, S.C., Inc. (hereinafter referred to as the Association).

ARTICLE II

  SECTION 1.  The purpose of this organization shall be to cultivate closer relations between those engaged in the business as Customs Brokers, Freight Forwarders, Ocean Transportation Intermediaries, and Non-Vessel Operating Common Carriers to promote their joint interests, provide for their mutual protection, to maintain the ethics of the profession at their highest standard, to discuss and interchange ideas concerning traffic matters, and by publicity, conference, and other proper means to promote the general interests of the trade by taking united action in the problems of foreign commerce and shipping.

SECTION 2.  In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c) (6) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future internal Revenue Code, or to the Federal, State or Local government for exclusive public purposes.

Notwithstanding any other provision of these articles, this corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under section 501(c) (6) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law or (b) a corporation contributions to which are deductible under the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue Law.

ARTICLE III

MEMBERSHIP

  SECTION 1.  There shall be five classes of membership:  Regular, Associate, Affiliate, Honorary and Association Affiliate.

SECTION 2.  Regular Membership

(a)  Regular Membership shall be restricted to firms, corporations or sole proprietor ships engaged regularly in a business and located within the state of South Carolina as either:

(i)  A licensed Customs Broker filing entries within Customs District 16,

(ii)  A licensed OTI (Ocean Transportation Intermediary), and the OTI has posted any bond required by the Federal Maritime Commission or other successor agency,

or

(iii) An IAC (Indirect Air Carrier) approved by the Transportation Security Administration

(b)  Such firms or corporations shall be admitted for membership as business organizations only, and in all matters coming before the CBFFAC, but one vote will be permitted to each Regular Member, including all of its branches, affiliates, subsidiaries or other related companies.

(c)  Regular Members shall have the right and privilege of sending two individuals to each meeting with the cost being covered by the membership dues.

(d)  There shall be no restriction as to the number of representatives of any Regular Member firm or corporation who may attend meetings, but only one vote shall be permitted each Regular Member as provided in Section 2 (a) above.

SECTION 3.  Associate and Affiliate Memberships

(a)  Associate Membership shall be restricted to persons, firms, or corporations regularly engaged in business as Customs Brokers, OTIs and IACs outside the state of South Carolina.

(b)  Affiliate Membership shall be restricted to persons, firms or corporations not licensed as Customs Brokers, OTIs or IACs, but engaged in a business related to transportation or international-trade services.

(c)  Associate and Affiliate Members may attend general membership meetings at the discretion of the President or the Board, but may not vote or hold office.

(d)  Associate and Affiliate Members may only serve as chair of the Education, Membership, Automation or Social Planning Committees.

(e)  Associate and Affiliate Members may send one individual to each meeting with the cost being covered by the membership dues.

(f)  There shall be no restriction as to the number of representatives of any Associate or Affiliate Member firm or corporation who may attend meetings.

(g)  No Associate or Affiliate Member may utilize the membership in a manner contrary to the policy of the CBFFAC.  Associate and Affiliate Members must use the word Associate or Affiliate to describe membership in the CBFFAC in all printed material, advertisements and/or publications.

SECTION 4.  Honorary Membership

(a)  Honorary Membership may be conferred upon any person who in the opinion of the Board has rendered an outstanding contribution to the Customs Brokerage, OTI and/or IAC industries.

(b)   Honorary Members may attend general membership meetings at the discretion of the President or the Board, but may not vote, hold office or chair committees.

No Honorary Members may utilize the membership in a manner contrary to the policy of the CBFFAC.  Honorary Members must use the word Honorary to describe membership in the CBFFAC in all printed material, advertisements and/or publications.

SECTION 5.   Association-Affiliate Membership

(a)  Any association with a membership of persons, firms or corporations engaged in business as Customs Brokers, OTIs, IACs, or any transportation/international trade services,  may, upon written application to and an affirmative vote by the Board, be accepted for membership as an Affiliated Association.  The Board may terminate such membership for good cause, by a two-thirds vote of those Directors present.

(b)  Affiliated Associations may attend general membership meetings at the discretion of the President or the Board, but may not vote, hold office or chair committees.

SECTION 6.  Whenever a regular member firm shall cease to have a place of business in the state of South Carolina, or he shall cease operating as a licensed Customs Broker, Freight Forwarder, Ocean Transportation Intermediary, Non-Vessel Operation Common Carrier or Indirect Air Carrier, he shall automatically be dropped as a member of the organization.  No pro-rata share of any dues monies paid shall be refunded.

ARTICLE IV

  SECTION 1.  Every candidate for admission into the Association must apply in writing to the President with the following items listed on their company€™s letterhead:

1.  Years in business,

2.  Officers or owners of company,

3.  State of incorporation,

4.  References.

SECTION 2.  All votes upon the letter for membership shall be taken upon each candidate separately and by secret ballot if requested by a member.  The letter shall be approved by three-fourths of the members present.

SECTION 3. In case any candidate shall fail to receive votes requisite to admission, he shall not again be proposed until after the expiration of six months from the time of said failure.

ARTICLE V

  SECTION 1.  Every new candidate that has been elected to membership in this association shall pay an initiation fee of an amount as described by the Board of Directors and approved by the membership, which is in addition to his dues.

SECTION 2.  The dues for regular and affiliate members shall be an amount prescribed by the Board of Directors and approved by the membership, payable in advance.  The fiscal year ends December 31st.

SECTION 3.  The dues of a newly elected member shall commence and be payable on the first of the month following his election and including dues proportionately to the next annual date.  Any indebtedness other than dues shall be payable on the first day of the month after it is incurred.  If dues or other indebtedness to the amount of $25.00 of any member shall remain unpaid for a period of thirty days after the same shall become due and payable, the Treasurer shall inform him by mail of such delinquency, and call for immediate payment.  If at the end of thirty days after such demand for the payment of dues or other indebtedness, the same shall remain unpaid, then, in that event, unless otherwise ordered, the delinquent shall be stricken from the roll of the Association, and shall thereupon cease to be a member, and legal proceedings may be instituted for the collection of all his arrears.  For amounts under $25.00 like notice shall be given, action taken, proceedings had, delays allowed, and membership cease, commencing sixty days after the same first became due and payable.  If said member shall be in arrears shall liquidate his obligation to the Association it shall be within the discretion of the Association to restore him to membership upon the majority vote in the affirmative of such Association at any regular or special meeting.

SECTION 4.  Only regular, affiliate, associate, honorary, or affiliated association members in good-standing may attend the regular monthly meeting.  All guests must be approved by the Board of Directors to attend any business meeting.

ARTICLE VI

ANNUAL ELECTION

  SECTION 1.  At the meeting on the second Thursday in November each and every year, there shall be elected by ballot for a term of one year commencing January 1, a President, Vice-President, Treasurer (two year term), and Secretary.  The officers shall constitute the Board of Directors.  The slate of officers shall be presented by the Nominating Committee at the October meeting.  No candidate for office can be contacted without the knowledge of the Nominating Committee.

ARTICLE VII

OFFICERS AND THEIR DUTIES

  SECTION 1.  The Board of Directors shall consist of a President, Vice-President, Treasurer, Secretary and immediate Past President.  The President, Vice-President, and Secretary are to hold office for one year each, or until successors are elected and shall take office. The Treasurer is to hold office for two consecutive years.  The President, Vice-President, Treasurer, Secretary and immediate Past President shall constitute the Directors of the Association.

SECTION 2. The officers shall be elected by ballot at the November meeting of the Association.  Meetings are to be held on the second Thursday of each month.

SECTION 3.  The President of the Association, or in his absence the Vice-President, shall preside at all meetings of the Board of Directors, and shall perform all duties usually involving a presiding officer.

SECTION 4.  The Secretary shall notify each members of the Board of Directors of all its monthly meetings, issue all other authorized notices to members or other persons, make and keep a true record of all meetings of the Board of Directors and of the Association, have custody of the By-Laws, Letters of Membership, and Corporate Seal, conduct the correspondence and execute all such writings as he may be officially instructed to do.

SECTION 5.  The Treasurer shall be charged with the collection and custody of the funds of the Association and their disbursements.  Disbursements are to be signed jointly by any two officers of the Association.  The treasurer shall keep the funds of the Association deposited in the name of the Association in such bank as may be approved by the Board of Directors.  He shall, when requested by the Board of Directors, make a full report covering the financial transactions of the Association.

SECTION 6.  It shall be the duty of the Board of Directors, and they shall be vested with the power to control and manage the affairs, funds and finances of the Association, to censure, suspend and expel members for cause, and to do all lawful things, which they deem expedient to promote the objects and interests of the Association.  The Board of Directors shall also be empowered and authorized to employ assistance to the Secretary, as well as counsel with the memberships approval.  The officers composing the Board of Directors shall perform their duties without remuneration.

SECTION 7.  Whenever a vacancy shall occur among the officers or the Board of Directors, the said Board, by a majority vote, shall designate a Regular member of the Association to fill such vacancy until the next election of the Association, for the full balance of the unexpired term of the member originally selected to such vacated office.

SECTION 8.  Monetary expenditures and the budget of the Association shall be controlled and managed by the Board of Directors and reported to the members.  Any major policy consideration requires the vote of the membership.

ARTICLE VIII

COMMITTEES

  SECTION 1.  The President promptly after his election meeting shall appoint such committees, as he feels necessary.

ARTICLE IX

DUTIES OF COMMITTEES

  SECTION 1. The President shall at least once a year, arrange an independent review of the accounts and vouchers of the Treasure and report to the Board of Directors and to the Association.

SECTION 2.  The Nominating Committee shall be appointed by the President in September.  It shall be their responsibility to present a slate of officers at the October meeting.

SECTION 3.  The various other Committees shall be watchful of the trend of public opinion, legislature, and all matters, which in any way may affect the welfare of the Association and the members thereof.

ARTICLE X

CENSURE, SUSPENSION AND EXPULSION OF MEMBERS

  SECTION 1.  If the conduct of any members shall appear to the Directors to be disorderly, prejudicial to the character and welfare of the Association, contrary to or in violation of its By-Laws or rules, the Directors, with the memberships approval, shall inform him thereof in writing, which written notice shall be delivered or sent by mail to the offending member, informing him of the time appointed when he may be heard in his defense before the Board of Directors.  At such meeting he may be censured, suspended or expelled, subject to ratification between the serving of such notice and of said meeting.

ARTICLE XI

AMENDMENT OF BY-LAWS

 SECTION 1.  These By-Laws may be amended or revised at any regular meeting of the Association by presentation of the proposed change with a favorable vote at the following regular meeting.

ARTICLE XII

RULES OF ORDER

 SECTION 1.  In order to conduct the business at any meeting of said Association, a quorum will consist of one third of the regular member firms.  In the event a quorum is not present, a unanimous (100%) vote by the regular member firms present can dispense with minutes, treasurers report.

SECTION 2.  When not inconsistent with these By-Laws, Roberts Rules of Order shall govern all meeting of the Association.