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January 2004 ||
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By-Laws in Microsoft Word
PREFACE
The National Confectioners' Logistics Council, Inc. was
organized at a meeting of a representative group of traffic
executives from confectionery manufacturers and importers
(shippers) from the entire United States in Chicago on January
17, 1945. At a later meeting held in June at Pittsburgh; a
Constitution and By-Laws were approved, and action was taken in
all matters pertaining to the transportation of confectionery,
chewing gum, chocolate and various raw materials necessary for
the manufacture of these products.
It has become evident that our organization is indispensable,
and out of our very small membership fee, we are obligated to
pay for stationery, clerical work, postage, publication of
bulletins and other expenses incidental to the maintenance of
such a Council.
The Council is definitely not operated for profit, but is a
medium whereby competitors in the confectionery industry can
protect their mutual interest and interchange ideas concerning
traffic and transportation matters. The Council also shall
endeavor to keep all members informed as to transportation
changes which affect the industry, and to take united action on
various transportation problems which might arise and need
adjustment.
In 2004, the Council formalized the inclusion in the
organization of those who provide service to the confectionery
shipping industry by broadening the membership to include all
such service providers. This recognized the close, symbiotic
relationship which had developed over the years and brought the
truck companies, warehouse companies, pool distributors and
others into full participation of all activities of the
organization.
N.C.L.C. MISSION STATEMENT
The National Confectioners Logistics Council, Inc. is a
non-profit independent organization of distribution and
transportation professionals who are dedicated to improving
their management skills and contributing to the business success
of their respective companies and to growth in the logistics
industry.
The purpose of N.C.L.C. is to emphasize the general mission of
the organization, its values and its principles.
MISSION
A commitment to leadership in providing opportunities to members
to improve their personal management skills while contributing
to the creative growth in the logistics industry.
VALUES
To promote the highest level of professionalism in all related
logistics areas.
To recognize the importance of individual and joint member
contributions while ensuring professional and responsive
communications.
To maintain an atmosphere of integrity and quality performance
among the membership.
PRINCIPLES
To encourage the interaction of ideas and creative solutions
leading to industry growth.
To cooperate with other organizations or associations having
similar objectives to improve industry conditions.
To recognize the importance in keeping members informed of
external distribution and transportation changes having
potential industry impact.
To provide a forum for membership training and personal
development.
BY-LAWS
OF
NATIONAL CONFECTIONERS
LOGISTICS COUNCIL INC.
Article I
OFFICES
The principal office of the corporation in the State of Maryland
shall be located in the City of Gaithersburg, County of
Montgomery. The Corporation may have such other offices, either
within or without the State of Maryland, as the Board of
Directors may designate or as the business of the corporation
may require from time to time.
Article II
MEMBERS
SECTION 1. Membership. Membership in the
corporation shall be restricted to confectionery importers,
confectionary shipper associations, and manufacturers of
confectionery, chewing gum and chocolate products and related
products and those who provide service to such importers,
associations and manufacturers.
Applications for membership shall be made to the Treasurer, who
shall report same to the Board of Directors for decision as to
acceptance.
Membership shall be continuous until terminated by formal
resignation on the part of the member. Members who are in
arrears in dues for more than three (3) months, will
automatically be dropped from membership, and so advised by the
Treasurer
SECTION 2. Dues. The members shall pay annual dues
for the purpose of meeting expenses of the corporation,
including clerical labor, postage, stationery, travel and
incidental expenses, and such other expenses as, in the wisdom
of the Board of Directors, are just and proper. The amount is to
be set annually by the Board of Directors.
SECTION 3. Regular Meeting. A regular meeting of
the members shall be held on a date and time to be determined by
the Board of Directors, for the purposes of electing Officers
and Directors, and for the transaction of such other business as
may come before the meeting.
SECTION 4. Special Meetings. Special meetings of
the members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Co-Chairman or by
the Board of Directors, and shall be called by the Co-Chairman
at the request of not less than thirty-three percent (33 %) of
all the members.
SECTION 5. Place of Meeting. The Board of
Directors may designate any place, either within or without the
State of Maryland unless otherwise prescribed by statute, as the
place of meeting for any annual meeting, or for any special
meeting called by the Board of Directors.
SECTION 6. Notice of Meeting. Written notice
stating the place, day and hour of the meeting and, in case of
special meeting, the purpose or purposes for which the meeting
is called, shall unless otherwise prescribed by statute, be
delivered not less than five (5), nor more than sixty (60) days
before the date of the meeting, either personally, by E-mail or
by Mail, by the Secretary, to each member of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed
to the member at his address as it appears on the membership
rolls of the corporation, with postage thereon prepaid. It shall
be the responsibility of each member to keep his or her e-mail
address current with the Council.
SECTION 7. Voting Lists. The Treasurer of the
corporation shall make a complete list of the names and
addresses of the members entitled to vote at each meeting of
members, or any adjournment thereof. Such list shall be produced
and kept open at the time and place of the meeting, and shall be
subject to the inspection of any member during the whole time of
the meeting for the purposes thereof.
SECTION 8. Quorum. In order to transact business,
the presence of ten (10) members, represented in person or by
proxy, shall constitute a quorum at a meeting of members. If
less than a quorum of the members are represented at a meeting,
a majority of the members present may adjourn the meeting from
time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The members present at a duly
organized meeting, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough members to
leave less than a quorum.
SECTION 9. Proxies. At all meetings of members, a
member may vote in person or by proxy executed in writing by a
member or his duly authorized Agent. Such proxy shall be filed
with the Secretary of the corporation before or at the time of
the meeting, which proxy shall be cast by the Secretary unless
another member is specifically authorized. No proxy shall be
valid after three (3) months from the date of its execution.
SECTION 10. Voting by Members. Each member
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of members, except as set forth
in Article III, Section 2.
SECTION 11. Informal Action by Members. Unless
otherwise provided by law, any action required to be taken at a
meeting of the members, or any other action which may be taken
at a meeting of the members, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the members entitled to vote with respect to
the subject matter thereof.
Article III
BOARD OF DIRECTIONS
SECTION 1. General Powers. The business and affairs
of the corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The
Board of Directors of the corporation shall be composed of
twelve (12) directors and the officers. Each director shall hold
office for a three (3) year term and until his successor shall
have been elected and qualified, with not more than four (4)
elected directors terms to expire annually. The Council
secretary shall serve as Board secretary. Six (6) of the
directors shall be representatives of the importers,
associations and manufacturers (Shippers) and six (6) of the
directors shall be representatives of those who provide service
(Providers). In the election of the Shipper directors, only
Shipper members shall vote. In the election of the Provider
directors, only the Provider members shall vote.
SECTION 3. Regular Meeting. A regular meeting of
the Board of Directors shall be held without other notice than
this by-law immediately before or after, and at the same place
as the annual meeting of the members. The Board of Directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such
resolution.
SECTION 4. Special Meetings. Special meetings of
the Board of Directors may be called by or at the request of
both Co-Chairmen or any three (3) Board members. The person or
persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting of
the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least five (5) days previous thereto by
written notice, email or telephone to each director at his
business address. Any director may waive notice of any meeting.
SECTION 6. Quorum. The presence of seven (7) of
the officers and directors shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such quorum is present at a meeting,
a majority of the directors present may adjourn the meeting from
time to time without further notice. No quorum shall exist
unless there is present at the meeting either the Shipper
Co-Chairman or the Shipper Co-Vice Chairman and the Provider
Co-Chairman or the Provider Co-Vice-Chairman.
SECTION 7. Manner of Acting. The act of the
majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action
that may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such action by
all of the Directors and officers.
SECTION 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by appointment by the
Co-Chairmen. A director appointed to fill a vacancy shall be
appointed for the unexpired term of his predecessor in office.
SECTION 10. Presumption of Assent. A director or
officer of the corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting
before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent
shall not apply to a Director or officer who voted in favor of
such action.
Article IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be two (2) Co-Chairmen, two (2) Co-Vice-Chairmen,
Secretary, Treasurer, and two (2) Immediate Past Chairmen. Such
other officers and assistant officers as may be deemed necessary
may be elected by the membership.
SECTION 2. Election and Terms of Office. Officers
of the corporation shall be elected by a vote of the majority of
members present, at the annual meeting. The Shippers shall elect
one (1) of their members as a Co-Chairman and one (1) as
Co-Vice-Chairman. The Providers shall elect one (1) of their
members as a Co-Chairman and one (1) as a Co-Vice-Chairman. The
Secretary and Tresurer shall be elected by all the members. The
term of office will be two years. If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as convenient. Each officer shall hold office
until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall resign, or
shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer, director or agent
may be removed by the Board of Directors whenever in its
judgment, the best interests of the corporation shall be served
thereby.
SECTION 4. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification, or
otherwise, may be filled by the Co-Chairmen with ratification by
the Board of Directors for the unexpired portion of the term.
SECTION 5. Co-Chairmen. There shall be two (2)
Co-Chairmen, one (1) elected by the Shippers and one (1) elected
by the Providers. Jointly, they shall serve as the principal
executive officers of the corporation and, subject to the
control of the Board of Directors, shall in general, supervise
and control all of the business and affairs of the corporation.
They shall, when present, preside at all meetings of the members
and of the Board of Directors. They may sign, with the secretary
or any other proper officer of the corporation thereunto
authorized by the Board of Directors, any contracts, or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors
or by these By-Laws, to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed
or executed, and in general, shall perform all duties incident
to the office of Chairman, and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Co-Vice-Chairmen. There shall be two
(2) Co-Vice-Chairmen, one (1) elected by the Shippers and one
elected by the Providers. In the absence of one (1) of the
Co-Chairmen, the Co-Vice-Chairman representing the same portion
of the membership shall perform the duties of that Co-Chairman.
The Co-Vice-Chairmen shall perform such other duties as from
time to time may be assigned by the Co-Chairmen or by the Board
of Directors.
SECTION 7. Treasurer. The Treasurer shall: (a)
have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of
Article V of these By-Laws; and (c) in general, perform all of
the duties incident to the office of treasurer and such other
duties as from time to time, may be assigned to him by the
Co-Chairmen or by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond for the
faithful discharge of the duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
SECTION 8. Secretary. The Secretary shall: (a)
keep the minutes of the proceedings of the members and of the
Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law: (c)
be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the
corporation under its seal, is duly authorized; (d) keep a
register of the post office address of each member which shall
be furnished to the secretary by such member; ( e) in general
perform all duties incident to the office of Secretary, and such
other duties as from time to time, as may be assigned to him by
the Co-Chairmen or by the Board of Directors.
SECTION 9. Immediate Past Co-Chairmen. The
Immediate Past Co-Chairmen shall be full voting members of the
Board of Directors with all the rights and privileges of other
officers.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION
SECTION 1. Contracts. The Board of Directors may
authorize any officers or agents, to enter into any contract, or
execute and deliver any such instrument in the name of, and on
behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the corporation and no evidence of indebtedness shall
be issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks, Drafts, Etc. All checks,
drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner as shall from time to time,
be determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation
not otherwise employed, shall be deposited from time to time, to
the credit of the corporation in such banks or other
depositories as the Board of Directors may select.
Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of
February, and end on the 31st day of January in each year.
Article VII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form" and shall have inscribed thereon the
name of the corporation, and the state of incorporation, and the
words "Corporate Seal."
Article VIII
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any member or director of the
corporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice.
Article IX
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new By-Laws
be adopted by a two-thirds vote of the Council at any regular or
special meeting; except, as to name, object and qualifications
for membership, a three-fourths (3/4) vote of the membership is
required. Any change affecting only the Shippers shall only be
voted on by the Shippers. Any change affecting only the
Providers shall only be voted on by the Providers. Notice of all
changes shall be bulletined to all members at least thirty (30)
days before a vote is to be taken.
Article X
NOTICE
Any notice required to be given hereunder may be given by
e-mail. It shall be the responsibility of each member and member
representative to keep his or her e-mail address current with
the Council.
Article XI
INDEPENDENT ACTION
Members of the Council shall not, in any way, abridge the right
of individual action by a member, even though such action may be
contrary to the position which the Council has taken. Either
group, Shippers or Providers, may meet without the other to
discuss issues appropriate to its group.
Article XII
ORDER OF BUSINESS
At all meetings of the members, the following shall be the order
of business:
1. Roll Call
2. Reading of minutes of preceding meeting.
3. Treasurers report
4. Committee report
5. Unfinished business
6. New business
Meetings shall be conducted in accordance with
Roberts Rules of Order. Article XII
Article XIII
OBJECTIVES
To develop and promote the interchange of ideas and information
concerning traffic and transportation matters pertaining to the
industry.
The Council shall endeavor to keep all members fully informed as
to transportation changes which affect the industry.
To take united action in transportation problems, as may be
deemed advisable by the general membership of the Board of
Directors.
The Council is not operated for profit.
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