NORTHERN BORDER CUSTOMS BROKERS ASSOCIATION, INC.
BYLAWS
The name of this Association shall be “Northern Border Customs Brokers Association, Inc.”
The objectives of this not-for-profit Association are: to promote the common business interests of the brokerage community doing business along the northern U.S. Border; to encourage and maintain professionalism within our industry; to promote the ethical conduct and standards of performance for the brokerage community; develop a closer relationship between its’ members’ and to provide for better service to our clients.
Section I – Eligibility
Any licensed individual, partnership or corporation, licensed by the United States Customs Service as a Customs Broker, having an active office contiguous to the Canadian border shall be eligible for membership. An active office is defined as a brokerage office that performs the full functions of brokerage duties, including release, classification, entry and post entry work. The office must be staffed with at least one full time licensed customs broker providing active supervision.
Section 2 – Application for Membership
Candidates for membership shall submit a written request for membership along with a written recommendation from a member in good standing to the Secretary of the Association. The application, along with the recommendation of the sponsoring member will be sent to each Director. The Board will act on the application and respond to the Secretary in writing within 45 days. The Secretary will notify the applicant of the Board’s decision.
Section 3 – Membership Approval
The proceedings of the Directors upon proposed applications shall be kept confidential and no record of such proceedings shall be kept except the decision that the candidate has been accepted or rejected. A simple majority of votes from the Directors is required to approve the application for membership.
Section 4 – Reapplication for Membership
Any member having resigned or forfeited his or its membership and wishing again to become a member of the Association must be regularly proposed as when first accepted for membership unless the Board of Directors by unanimous vote shall deem it proper to reinstate without such formality.
Section 5 – Duties of Membership
Members must attend at least one of the following meetings every two calendar years:
(1) Regional Meeting
(2) Fall Meeting
(3) Annual Convention
Section 6 – Termination of Membership
Membership in the Association shall be terminated with the approval of the Board of Directors as follows:
(1) By voluntary resignation provided that such resignation be tendered in writing to the
Secretary (but no such resignation shall be accepted unless the resigning member shall have liquidated all indebtedness due by him or it to the Association.);
(2) By majority vote of the members of the Board of Directors present at any meeting of said board, for failure to pay dues or other indebtedness to the Association;
(3) The Board of Directors, by a two-thirds vote, may request that a member resign, or expel the member after complying with the following conditions:
a. Such member was charged in writing by another member of conduct injurious to the purposes of the Association;
b. Such charged member was furnished with a written copy of the charges and afforded reasonable opportunity to respond to the charges;
c. The charged member shall be afforded a hearing before the Board of Directors. The Board, by a two-thirds vote of the full Board, after consideration of all the facts and circumstances, shall:
(i) find that the charges are not supported by substantial evidence; or
(ii) find that the charges are supported by substantial evidence and then the Board shall either censure, request the resignation or expel the member from the Association.
d. The findings and determinations of the Board of Directors in such cases shall be made a part of the permanent records of the Association, and shall be reported at the next regular membership meeting.
There shall be no restrictions as to the number of representatives of any member firm who may attend meetings. However, each member firm shall be entitled to only one vote in any of the proceedings or potential actions of the Association.
ARTICLE V
Section 1 – Election of Directors
The affairs of the Association shall be managed by a board of twelve directors. Each director shall hold office for a term of three years. Four directors, two from each geographic area, shall be elected at each annual meeting of the Association. The Association is composed of two geographic areas:
Western – States of Washington, Idaho, Montana, North Dakota and Minnesota
Eastern – States of Michigan, New York, Vermont and Maine.
Section 2 –Nomination of Directors
In any given year, no more than one (1) director may be nominated from any member firm which is owned or commonly controlled by another company; provided that no more than three (3) directors from commonly owned or controlled companies may serve at any one time.
Section 3 - Vacancies on the Board
Should any director be unable to complete all or a portion of the three year term, the President shall instruct the Nominating Committee to nominate additional nominees to be elected at the next annual meeting to fulfill the term. In the event of a vacancy, the President shall appoint a member in good standing to fill the vacancy until the next election is held.
At least sixty days prior to the annual meeting, the President shall appoint a Nominating Committee of four members, two from each geographic area in which the Association is divided. From these four members, a chair person will be named. The committee shall select a slate of not less than six candidates for Directors and at least three (3) from each geographic area.
The slate shall be printed or typed in a ballot form with additional spaces for write-in candidates. Such ballots shall be mailed to all members in good standing at least thirty (30) days prior to the annual meeting. Each ballot shall have two envelopes, one of which shall be return addressed to the Secretary or the Nominating Committee Chair and which shall be signed on the face thereof by the voting member; and the other envelope shall be marked “Ballot” and shall be used to contain the ballot.
At the annual meeting, the President shall appoint an Election Committee of three members to open the return addressed envelopes and take out the ballot envelopes. The ballot envelopes shall then be opened and the votes for each candidate shall then be counted, including the write-in candidates. The results shall be reported to the Annual meeting. The four candidates, two from each geographic area, having the most votes shall be elected Directors. Additional candidates to fill vacancies in unfulfilled terms shall be named from those candidates receiving the largest number of votes after the newly elected directors.
ARTICLE VII
The Board of Directors, from its’ membership, shall elect the following officers:
President
First Vice President
Second Vice President
Secretary
The officers shall be elected at the annual meeting, and shall hold office until the next annual meeting. In electing Vice Presidents, geographic areas must be considered, and a Vice President shall be elected from the Eastern and Western area, as defined in Article V.
The Board of Directors will also appoint a Treasurer of the Association, to serve at the pleasure of the Board. The Treasurer need not be an elected member of the Board of Directors.
Section 1 – The President
The President shall preside at all regular and special meetings of the Association; he/she shall make a report at the annual meeting on the conditions of the Association; he/she shall be an ex-officio member of all committees and shall perform all duties connected with the office of the chief executive.
Section 2 – The Vice Presidents
The First Vice President shall act in the President’s place and perform the duties of the office during the President’s absence. In the absence of the President and the First Vice President, the Second Vice President shall act in the President’s place and perform the duties of the office. In the absence of the President, and the First and Second Vice President, a President ‘pro tem’ shall be appointed by the Board of Directors by a majority vote.
Section 3 – The Secretary
The Secretary shall keep a record of all official transactions of the Association and attend to all details of the business of the Association, keep a roster, send notices of meetings, issue bulletins to members and perform such other duties as may be required.
Section 4 – The Treasurer
The Treasurer shall receive all membership dues and make whatever disbursements are required. All funds received by the Treasurer shall be deposited in a bank account in the name of the Association and all disbursements shall be made by checks drawn on said account. The Treasurer, at the expense of the Association shall furnish a fidelity bond in such amount as the Board of Directors shall designate. The Treasurer shall give a complete report of the fiscal operations of the Association for the previous year, at each annual meeting.
Section 1 – Classes of Members, defined as follows:
Small Firms & Individuals
Members having up to twenty (20) (full time equivalent – fte) employees, including the principals, are covered by this section.
Medium Firms
Members having over twenty (20) employees, including the principals, and under one hundred (100) (fte) employees are covered by this section.
Large Firms
Members having one hundred (100) or more employees, including the principals, are covered by this section.
Section 2 - Annual Dues
Dues shall be payable in advance of July 1 each year.
Section 3 – Annual Dues per Class of Membership
The annual dues for each class of member, shall be established from time to time by a two-thirds vote of the membership attending a regularly scheduled meeting of the Association. The dues schedule shall be included as an Exhibit to these Bylaws.
Section 4 – Assessments
Any extraordinary expenses shall be provided for by a special assessment, as approved by a two-thirds vote of the membership at a regularly scheduled meeting of the Association.
Section 1 – Rules
When not inconsistent with these Bylaws, Robert’s Rules of Order shall govern all meetings of this Association.
Section 2 – Amendments
A proposed amendment shall be submitted to each member in writing at least thirty (30) days prior to the annual meeting. The Bylaws of this Association may be amended by a two-thirds vote of the members attending the annual meeting at which the amendment is voted upon. If non-substantive changes are made to the proposed Bylaws at an annual meeting, the Bylaws may still be adopted with two-thirds vote of those members attending the annual meeting. Substantive changes to proposed Bylaws will require the proposed Bylaws be re-submitted to the full membership for their consideration at the next annual meeting.
Section 1 – Annual Meeting
The annual meeting of the Association shall be held on the first Saturday in February of each year at 10:00 AM or such other date and hour as the Board of Directors may designate.
Section 2 – Special Meetings
Special meetings of the Association shall be held upon call of the President or four members of the Board of Directors setting forth the purpose of such special meeting. Special meetings shall also be called by the President within ten (10) days after the receipt of a written request for a special meeting, signed by five (5) members, and stating the purpose for the meeting. All notices of special meetings shall state the purpose for which the special meetings are called and no business shall be transacted at such meetings except that specified in the call. Members shall be given at least ten (10) days notice of any special meetings.
Section 3 – Invitations to Meetings
The Board of Directors may invite such person or persons whose presence in their judgment may be beneficial or interesting to the membership, the expense, if any, to be paid from the funds of the Association.
Section 4 – Location of Meetings
The meetings are to be held at such places as the Directors, with input from the membership, may decide. Consideration shall be given to rotation of meetings to meet the convenience of the members of the two geographic areas of the Association.
Section 1 – Quorum
The presence of one half plus one member (50% plus 1), in person, shall constitute a quorum at any regular or special meeting of the Association.
Section 2 – Order of Business
The order of business for the meetings shall be:
Roll Call of Members
Approval of Minutes of the Previous Meeting
Treasurer’s Report
Report of Officers
Report of Committees
Unfinished Business
New Business
Adjournment
The President is authorized to appoint any committees as may, from time to time, be deemed necessary or advisable.
The Northern Border Customs Brokers Association shall nominate a candidate for Director from Area 1 to the National Customs Brokers and Forwarders Association of America, Inc. at the fall meeting of our Association. The term for the Director is two (2) years, with two (2) directors from Area 1. In alternating years, the Association will nominate a candidate from the Eastern and Western areas respectively. In the event a NCBFAA director cannot fulfill his appointed term, the Northern Border Customs Brokers Association will recommend a potential replacement for consideration by NCBFAA.
NOTES:
Exhibit 1
Northern Border Customs Brokers Association, Inc.
Dues Schedule for Northern Border Customs Brokers Association, Inc. per Article IX, Sections 1 2 and 3.
Small Firms & Individuals $ 300.00 annually
Medium Firms $ 600.00 annually
Large Firms $1,500.00 annually