ARTICLE I - NAME AND PURPOSE
Section 1.1 Name
The name of the organization shall be THE CUSTOMIZED LOGISTICS AND DELIVERY ASSOCIATION, also referred to here-after as the “Association”. The Association may also conduct its business and affairs under the name of “The Customized Logistics & Delivery Association” or simply “CLDA”.
Section 1.2 Purpose
The purpose of the Association shall be to promote, educate, encourage, broaden and advance the interests of those engaged in the customized logistics and delivery industry.
Section 1.3 Insignia
The Association shall adopt an insignia, emblem or logo to be used by members under guidelines for such use established by the Association.
Section 1.4 Non-Profit Status
The Association shall be organized as a non-profit organization.
Section 1.5 Affiliations
The Association may affiliate with or otherwise participate in the activities of other organizations where matters affecting the welfare of the customized logistics and delivery industry are concerned.
Section 1.6 Fiscal Year
The Association’s fiscal year shall begin on January 1 of each year and end on December 31 of that same year.
ARTICLE II - MEMBERSHIP
Section 2.1 Authority to Admit Members
The Board shall have the authority to admit new members in any of the below categories. Such authority may be delegated to the Executive Director. All memberships shall be held in the company’s name.
Section 2.2 Regular Members
Either a customized logistics and delivery motor carrier or a motor carrier broker. The Board of Directors may determine from time to time the manner accrediting representatives of a member firm.
Section 2.3 Affiliate Members
Shall be those businesses, other than Regular Members or Shippers who subscribe to and support the objectives and commitments of the Association and who provide a product or service to the industry. Affiliate members shall not be entitled to vote or hold elected office in the Association. The Association has the right to deny Affiliate membership to any individual or organization the Board deems to be in direct competition with the CLDA and or any of its revenue generating activities, including, but not limited to, the magazine and annual conventions.
Section 2.4 Shipper Members
Shall be those businesses, other than those in the above categories, who subscribe to and support the objectives and commitments of the Association who own or control the goods being shipped. Shipper members shall not be entitled to vote or hold elected office in the Association.
Section 2.5 Honorary Memberships
May be conferred by unanimous vote by the Board of Directors upon individuals who have retired from the active involvement in the industry, or who have performed eminent service to the Association.
Section 2.6 Additional Classes
The Board has the authority to admit additional classes of membership may from time to time be created or established and duly recorded in the Policy and Procedures Manual
Section 2.7 Prospective Members
Prospective members shall sign a completed application for membership containing an agreement to abide by the Association’s Code of Ethics. Such application shall be accompanied by whatever appropriate dues or fees shall then be in effect.
Section 2.8 Resignation: Suspension: Termination: Reinstatement:
(a) Resignation: Any member may voluntarily withdraw from membership at any time.
(b) Suspension: Any member who has not paid their dues by June 1 of any given year will be automatically suspended and all benefits will immediately cease.
(c) Termination: A member may be expelled for any violation of these bylaws or any agreement, rule or practice properly adopted by the Association, including its Code of Ethics, or any conduct deemed prejudicial or detrimental to the interests of the Association. Written and detailed charges shall be furnished to any member being considered for termination not less than (30) days prior to the meeting of the Board of Directors or Ethics Committee set for such purpose. Any member under charges herein shall be offered an opportunity to be heard at such meeting. The Board shall have the power to take any action it deems appropriate, except that a termination of a member requires a majority vote at a meeting at which at least two-thirds of the Board of Directors are present.
(d) Reinstatement: Any member who has voluntarily resigned, or who has been dropped from the membership rolls for non-payment of dues can request reinstatement by the payment of all dues, charges or assessments than owing.
ARTICLE III - DUES AND ASSESSMENTS
Section 3.1 Dues
Annual dues for members shall be set by the Board of Directors, at or before, the previous year’s Fall Board meeting.
Section 3.2 Special Assessments
Assessments for special purposes may be levied by the Board of Directors as, from time to time, may be necessary. Funds from such assessments may not be commingled with the general funds of the Association.
Section 3.3 Terms
All dues and assessments shall be payable in advance either on an annual, semi-annual, quarterly, or monthly basis, as determined by the Board of Directors.
Section 3.4 Termination
Failure to pay dues or assessments will result in suspension and/or termination in accordance with Section 2.8 above.
Section 3.5 Good Standing
Any member who is current in their dues payments for the calendar year and has not been suspended for any other reason is a Member in Good Standing.
ARTICLE IV - OFFICERS, BOARD OF DIRECTORS, EXECUTIVE DIRECTOR
Section 4.1 Composition of Board of Directors
The affairs of this Association are vested in a Board of Directors which shall consist of the Immediate Past President and fourteen (14) elected Directors, The members of the Board will nominate and elect from within their ranks, the officers enumerated in Section 4.2 below.
Section 4.2 Officers
Officers of this Association shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer. Each officer must be the designated representative from his or her company and a member in Good Standing with the Association.
Section 4.21 Director Eligibility to Serve
In order to serve as a Director an individual must:
(a) represent a Regular member company as defined in Section 2.2
(b) be current in their membership dues
(c) be a member in Good Standing
Section 4.3 Election of Directors
Directors shall be elected by a vote of the members in Good Standing. The Board at its discretion may set forth the terms and conditions of holding the annual election for Directors so long as those terms and conditions are adopted and specified in the Policy and Procedures Manual.
Section 4.31 Altering a Directors Term
The Board, at its discretion, and with consent of the individual, may alter the term of any Director by one year to restore the ideal balance of having 7 Directors terms expire each given year.
Section 4.4 Executive Director
The Executive Director shall be hired by the Board of Directors to maintain a central office for the purpose of administering the day-to-day affair of the Association. The Executive Director shall be responsible to the Board of Directors in all of his or her duties, and shall carry out such duties at the direction of the Board. The compensation of the Executive Director will be determined by the Association’s Board of Directors.
Section 4.5 Executive Committee
The Executive Committee shall be composed of the officers enumerated in Section 4.1 above, plus the Immediate Past President. The Executive Director will serve Ex Officio and will have no vote. The Executive Committee shall have power to make decisions requiring action between meetings of the Board of Directors, and shall prepare and submit for Board approval all actions taken by it as specified in the Policy and Procedures Manual.
ARTICLE V - DUTIES OF THE BOARD OF DIRECTORS
Section 5.1 Duties
The duties of the Board of Directors shall be to manage the affairs of the Association so as to further and accomplish goals and objectives of the Association. The Board shall have full administrative and policy authority in all Association matters, except as otherwise provided in these By-Laws. All actions of the Board may be subject to referendum vote by the Active membership of the Association, and such membership may rescind any act or acts of the Board, wherein the rights of third persons are not involved, upon a two-thirds (2/3) vote of the active membership who are entitled to vote, except that action with respect to the By-Laws of the Association may be rescinded upon a majority vote.
Section 5.2 Board Authority
The Board of Directors has the authority to enter into contracts on behalf of the Association, to solicit grants and funds, to authorize research, and to otherwise take such action deemed necessary to fulfill the goals and objectives of the Association.
Section 5.3 Schedule of Board Meetings
Regular Meetings of the Board of Directors shall be held immediately after its election, and at least three (3) other times during the year as determined by the Board of Directors or its Executive Committee.
Section 5.4 Special Meetings
Special Meetings of the Board of Directors may be called by the President or, at the written request of any four of the Board, or a majority of the Executive Committee, upon the written notice to each member of Board.
Section 5.5 Quorum
A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority of the Board. The President or Acting President shall act as Chairman of the Board of Directors.
Section 5.6 Board Compensation and Reimbursed Travel
With the exception of the Executive Director, the elected officers and Board members shall serve without compensation, and none shall accept remunerative employment by the Association. When a Director is not compensated by others for travel expenses to Association meetings, his or her expenses may be reimbursed by the Association with approval of the Board of Directors or the President.
Section 5.7 Board Meeting Attendance
If a Director has missed two consecutive Board meetings in one year, or three meetings in the course of his/her term, that Director will be ineligible for further nomination to the first election after their term expires unless expressly allowed by a 2/3 affirmative vote of the Board of Directors.
Section 5.8 Resignation
Resignation by a member of the Board, for any reason, may be submitted at any time to the President or Secretary of the Association. Vacancies created by such resignations shall be filled by nomination by the President and a subsequent majority vote of the Board of Directors. If the Board has not filled a vacancy(ies) by the time of the elections at the annual meeting, then that vacancy(ies) shall be filled by the winning candidate(s) receiving the least number of votes. Any Director[s] thus appointed or elected shall serve only the balance of the un-expired term.
Section 5.9 Indemnification
(a) Every person who is or has been an officer or director of this Association shall be indemnified and held harmless by the Association from and against all costs and expenses which may be imposed upon or reasonably incurred by him or her in conjunction with or arising out of any claim, action, suit or proceeding in which he or she may be involved by reason of being or having been an officer or director of this Association, whether or not he or she continues to be an officer or director at the time such costs and expenses are imposed or incurred, unless he or she is guilty of intentional misconduct and/or gross negligence.
(b) Cost and expenses shall include, but not be limited to, attorney’s fees, amounts of judgments against, and amounts paid in settlement by or on behalf of any such officer or director.
(c) The foregoing rights of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled as matter of law.
Section 5.10 Liability
In any proceeding brought in the right of a corporation or brought by or on the behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed One Dollar ($1.00)
ARTICLE VI - DUTIES OF OFFICERS; REMOVAL; REPLACEMENTS
Section 6.1 President
The President shall, when present, preside at all meetings of the Association, including Board of Directors meetings, and have power to call special meetings of the Association or Board of Directors, as provided herein, for any purpose or purposes. A sitting President does not have to stand for re-election as a Director during his term in Office.
Section 6.2 First Vice-President
The First Vice-President shall have such powers and perform such duties as shall be assigned to him or her by the Board of Directors, and in the absence of the President shall preside at meetings of the Association; and during the absence, unavailability or disability of the President, shall perform the duties of the President.
Section 6.3 Second Vice-President
The Second Vice-President shall assume the duties of the First Vice-President in the latter’s absence, unavailability or disability.
Section 6.4 Secretary
The Secretary shall give, or cause to be given, notice of all meetings of the Association and all other notices required by law or by these bylaws. In the event of the Secretary’s absence or inability to do so, such notice may be given by any person directed by the President, the Board of Directors, or members upon whose requisition the meeting is called as provided by these By-Laws, and record all of the proceedings of the meetings of the Association or Board of Directors, and perform such other duties as may be assigned to him or her by the Board of Directors or the President.
Section 6.5 Treasurer
The Treasurer shall oversee and ensure the safe custody of all funds, securities, evidence or indebtedness, and other valuable documents of the Association and whenever required by the Board of Directors or the President, render a statement of cash accounts; keep or cause to be kept such books and records as will show a record of expenses, losses, gains, assets and liabilities of the Association; present and make to the annual meeting of the Association and all Board of Directors meetings a report of the finances of the Association; and to perform all other duties incidental of the office of Treasurer.
Section 6.6 Succession
All officers herein shall exercise the duties of the offices for which they were elected until their successors have been duly elected and qualified.
Section 6.7 Vacancies
Officer vacancies for whatever reason shall be promptly filled for the balance of their term by a majority vote of the Board of Directors.
Section 6.8 Officer Length of Term
Officers will serve one-year terms, with a limit of two consecutive terms in any one office.
ARTICLE VII - GENERAL AND SPECIAL MEETINGS
Section 7.1 Annual Meeting
The Annual Meeting of the Association shall be held at such time and place as determined by the Board of Directors.
Section 7.2 Meeting Notice
The Association shall give Members written notice of the date, time and place of each annual and special Members’ meeting. Such notice shall be given, either personally, by mail or electronic means, not less than ten (10) nor more than sixty (60) days before the date of the meeting, except that notice of a Members’ meeting to act on an amendment of the Articles of Incorporation, a plan or merger, a proposed sale of assets pursuant to VA