NORTHERN BORDER CUSTOMS BROKERS ASSOCIATION, INC.

BYLAWS
  
ARTICLE I
  
NAME
 
The name of this Association shall be “Northern Border Customs Brokers Association, Inc.”
  
ARTICLE II
 
  OBJECTIVES
  
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 and develop a closer relationship between its’ members’ and to provide for better service to our clients.
  
ANTITRUST POLICY
  
The Northern Border Customs Brokers Association is committed to strict compliance with Federal and State antitrust laws.  The Association has adopted an Antitrust Policy, attached in Exhibit 2 of this document. 
  
ARTICLE III
  
A.  FULL ASSOCIATION MEMBERSHIP
  
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 may 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;  or failure to comply with Section 5 of the by-laws by not attending a required meeting.        
(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.
  
ARTICLE IV
  
VOTING PRIVILEGES
  
There shall be no restrictions as to the number of representatives of any “Full Association” 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
  
DIRECTORS
  
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 shall be elected at each annual meeting of the Association.
  
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.
  
ARTICLE VI
  
ELECTIONS
  
At least sixty days prior to the annual meeting, the President shall appoint a Nominating Committee of four members.  From these four members, a chair person will be named.  The committee shall select a slate of not less than six candidates for Directors.
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 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
  
OFFICERS
  
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.
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.
  
ARTICLE VIII
  
DUTIES OF OFFICERS
  
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.
  
ARTICLE IX
  
A.  INITIATION AND DUES - FULL ASSOCIATION MEMBERSHIP
  
Section 1 – Classes of Full Association Members, shall be calculated based on the total number of full time equivalent employees performing US Customs brokerage work, regardless of where they are located and defined as follows:
  
Small Firms & Individuals
Members having up to ten (10) full time equivalent (fte) employees, including the principals, are covered by this section.
  
Medium Small Firms
Members having eleven (11) to twenty five (25) full time equivalent (fte) employees, including principals, are covered by this section
  
Medium Firms
Members having twenty six (26to one hundred (100) full time equivalent (fte) employees, including the principals, are covered by this section.
  
Large Firms
Members having one hundred one (101) or more full time equivalent (fte) 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.
 
ARTICLE X
  
RULES AND AMENDMENTS
  
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 fall meeting or the annual meeting.  The Bylaws of this Association may be amended by a two-thirds vote of the members attending the fall meeting or 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 fall meeting or 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 fall meeting or the annual meeting.
  
ARTICLE XI
  
MEETINGS
  
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 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. Invitations may also be extended to those individuals who have previously contributed to the work of the Association, who are no longer affiliated with a member firm.  The Board of Directors may acknowledge an individual by naming them an honorary NBCBA member for their previous service upon the individual’s retirement.   
  
Section 4 – Location of Meetings
  
The meetings are to be held at such places as the Directors, with input from the membership, may decide. 
  
ARTICLE XII
  
ASSOCIATION BUSINESS
  
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
            Reading of Anti-Trust Policy
            Approval of Minutes of the Previous Meeting
            Treasurer’s Report
            Report of Officers
            Report of Committees
            Unfinished Business
            New Business
            Adjournment
  
ARTICLE XIII
  
COMMITTEES
  
The President is authorized to appoint any committees and may, from time to time, be deemed necessary or advisable.
  
ARTICLE XIV
  
NCBFAA DIRECTOR NOMINATION
  
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 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:
1.Bylaws reissued 2/1/79 by Secretary.  No changes were made from the copy used as source material.  The source copy is in the Secretary’s files for year 1978-1979.
2.Bylaws amended 2/8/00.  Article IX, Section 1 & 2.  Bylaws reissued to reflect this change.
3.Bylaws amended 3/8/81.  Article III, Section 5 was renumbered section 6 and a new Section 5 was added.  Bylaws were reissued by Secretary 3/11/81 to reflect this change.
4.Bylaws amended 4/15/83.  Article V, Article VI, Article VII language updated to reflect the change in geographic area.  Bylaws reissued 5/9/83 to reflect this change.
5.Bylaws amended 3/31/87
6.Bylaws amended 9/13/88.  Article V, VI, VII, VIII, X and XI amended to reflect the re-definition of geographic areas and number of directors.  Article IX amended to reflect the increase in dues.  Bylaws reissued 12/1/88
7.Bylaws amended 1/25/89.  Article IX amended to allow the establishment of dues without bylaws amendment for each change, also allowed for special assessments.  Article XIV added to provide for nomination of Directors to NCBFAA.  Bylaws reissued by Secretary 10/1/89.
8.Bylaws amended 2/7/96.  Changes made to the Name, Objectives, Membership, Voting Privileges, Directors, Elections, Officers, Dues (Annex), Rules & Amendments, Meetings, Association Business, including a quorum and NCBFAA Director Nomination Sections.  Bylaws reissued 2/16/96.
9.Bylaws amended 2/12/02.  Changes made to Article III, V, IX, and X addressing Nomination of Directors, Vacancies, the Classes of Members and Amendments.  Bylaws reissued 3/5/02.
10.Bylaws amended 2/11/2008.  Change made to Article III, Section 3 requiring a simple majority to approve Application for Membership.   Bylaws reissued 3/7/08.
11.Bylaws amended 2/9/2009.  Changes made to Article III, Section 6; Article V, VI, VII and XI removing East versus West designations, Article X allowing bylaws amendments to also occur in at the Fall Meeting and Article XIV amending the way the NBCBA handles NCBFAA director nominations.  Bylaws reissued 2/12/09.
12.Bylaws amended 2/10/2010.  Changes made to Article II, adding Antitrust Policy, Article III B. Affiliate Membership, Article IV adding “Full Association”, Article IX adding new class of membership and small, medium and large classes, adding Section B Affiliate Membership dues, Article XII adding Reading of Anti-Trust Policy to Order of Business
13.Bylaws amended 02/09/2015   Changes made to Article III, B. Affiliated Membership, striking the entire section, Article IX, B, Initiation and Dues – Affiliated membership, both Sections 1 & 2, striking both sections.  Article XI, Section 3 – Invitations to Meetings added to By-Laws.
  
Exhibit 1
  
Northern Border Customs Brokers Association, Inc
 
Annual Dues Schedule for Northern Border Customs Brokers Association, Inc. per Article IX, A. Full Association Membership Sections 1, 2 and 3.
Class of Full Association Member Firms meeting the definition of a Permitted Customs Broker, per Article III B, Section 1 (1)
                                                       
Small Firms & Individuals:                        $  350.00
Medium Small Firms:                                $  450.00
Medium Firms:                                          $  850.00
Large Firms:                                               $2,000.00
 
  
Exhibit 2
  
ANTITRUST POLICY
  
The Northern Border Customs Brokers Association is committed to strict compliance with Federal and State antitrust laws.  The antitrust laws are designed to promote free and open competition and to penalize any activities that unreasonably lessen economic competition. These activities include agreements among competitors on prices, agreement to boycott third parties, and agreement to divide markets.  Civil and Criminal penalties can result from violations of the antitrust laws. 
Because trade association meetings bring together competitors, discussion of such topics can lead to an inference that an illegal agreement was reached.  Accordingly, the following guidelines shall apply to any meeting or other activity conducted under the auspices of the Northern Border Customs Brokers Association (NBCBA).
·A member of the Board of Directors of NBCBA shall be present at all meetings.
  
·There shall be no discussion of prices, discounts, or others terms and conditions of sale of trade related services.
  
·There shall be no discussion of the areas in which members will compete.
  
·There shall be no discussion of agreements to deal exclusively with certain parties, requirements that purchasers of products or services purchase other products or services, standard setting, certification, statistical reporting, or codes of ethics and other self-regulatory activities, which would lessen competition.
  
· The Northern Border Customs Brokers Association Secretary shall keep minutes of all meetings and immediately terminate any discussion that may violate this policy.