By-Laws of the International Transportation Management Association (ITMA)
as amended August 2021
Index
Article I
Offices
The principal office of the Corporation will be located at P.O. BOX 670228 Houston, Texas 77267-0228 or as designated by the Board of Directors. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
The Corporation will have and continuously maintain in the State of Texas a registered office and registered agent whose office is identical with the registered office, as required by the Texas Business Organizations Code. The registered office may but need not be identical with the principal office of the Corporation in the State of Texas and the address of the registered office may be changed from time to time by the Board of Directors.
Article II
Membership
SECTION1. Classes of Membership. The Corporation will have two (2) voting classes of membership: individual and corporate. A corporate membership will entitle the corporate Member to nominate five (5) of its employees as the beneficiaries of the corporate membership. The five (5) employees designated will obtain the benefits (including the right to one vote for each employee designated by the corporate member on all matters on which Members are entitled to vote) and will be subject to the bylaws to the same extent as individual Members. In addition, the Corporation will have a non-voting class of membership which will be complementary to students, educators, and job-seekers. The Board of Directors may create special non-voting lifetime or honorary membership categories to honor distinguished Members as they deem appropriate.
SECTION 2. Eligibility. Any person or corporation involved or interested in the international transportation community.
SECTION 3. Application. Application for membership will be made on the “Application for Membership” form approved by the Board of Directors. An application for corporate membership will include a list of the five (5) employees entitled to enjoy membership benefits.
SECTION 4. Membership Selection. Membership is open to any individual and/or company that is involved or interested in the international transportation community. An application for membership must be completed and submitted with applicable dues to the Membership Chair.
SECTION 5. Annual dues. The Board of Directors will determine annual dues for membership on an individual and corporate basis. Annual dues will be payable by each Member on or before January 1st of each year. The membership year is commensurate with the calendar year. Membership will continue for the year for which dues have been paid unless terminated by the resignation of the member pursuant to Section 6 below.
SECTION 6. Resignation from Membership. Membership in the Corporation may be resigned by letter to the Corporation stating intent to resign and the date on which the resignation will become effective. The Board of Directors will acknowledge any resignation in the minutes for the next meeting of the Board of Directors.
SECTION 7. Transfer of Memberships. Individual memberships in the Corporation are non-transferable. A corporate Member may substitute the name of a current employee for that of an employee entitled to benefits under its membership who has left the employ of the Corporate Member.
SECTION 8. Annual Meeting. The annual meeting of the Members will be held in the fourth quarter of each year. Reports of the affairs of the Corporation will be considered and any other business, which is within the power of the Members, may be transacted.
SECTION 9. Special Meetings. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, Special Meetings of the Members may be called for any purpose at any time by the president, the Board of Directors or Members having not less than one-tenth (1/10th) of the votes entitled to be cast at such meeting.
SECTION10. Location of Meetings. All meetings of Members will be held at the place designated by the Board of Directors with input from Members.
SECTION 11. Notice of Meetings. Notices of any meeting will specify the place, day and hour of the meeting and, in the case of a special meeting, the general purpose or purposes for which the meeting has been called. Notices will generally be delivered by electronic mail or via the Corporation’s website, but may also be delivered personally or by mail.
SECTION 12. Quorum. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, Members holding one-tenth (1/10th) of the votes entitled to be cast in person or by proxy constitute a quorum for the transaction of business, and the vote by a majority present or represented by proxy at a meeting where a quorum is present shall be the act of the meeting of Members.
SECTION 13. Consent of Absentees. The transactions of any annual or special meeting of Members,
SECTION 14. Voting and Proxies. Every Member entitled to vote and execute consents will have the right to do so either in person or by an agent authorized by a written proxy executed by the Member or his/her duly authorized agent and filed with the Secretary of the Corporation. Proxies may also be delivered by Members to the Secretary of the Corporation in person, by mail, facsimile transmission or electronic means, including email. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law, and, in no event, shall a proxy remain irrevocable for more than eleven (11) months. A Member vote on any matter may also be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.
SECTION 15. Inspection of Corporate Records. Within fifteen (15) days of written demand on any Director, the membership ledger, the books of account, and the minutes of meetings of the Board of Directors, and any executive committees of Directors will be made available for inspection.
SECTION 16. Inspection of bylaws. The bylaws of the Corporation will be published on the ITMA website.
Article III
Directors
SECTION 1. Board of Directors. The number of Directors constituting the Board of Directors of the Corporation shall be no less than eight (8) but no greater than twelve (12). All directors will be members of the Corporation. One member of the Board of Directors will be the person who served as President for the Corporation for the immediately preceding term (“Past President”). The remaining seven to eleven (7-11) Directors will be elected by the members according to the procedure established in Section 2 of this Article III.
SECTION2. Election and Tenure of Directors. Eligibility for consideration as amember of the Board of Directors will be limited to those who have been members in good standing. Directors of the Corporation will serve two (2) years in the same position unless the tenure requirement is waived by a majority vote of the Board of Directors.
The tenure of the immediate Past President will be two (2) years. The number of Directors may be increased or decreased as provided herein. At any regular or special meeting of the Directors, the Board of Directors may by majority vote increase or decrease the number of Directors as fixed by this Section, but the number of Directors will not be decreased to less than three (3) Directors. All vacancies in the membership of the Board of Directors, including those vacancies which result from an increase in the number of the Board of Directors, will be filed by a majority vote of all members of the Board of Directors who will also determine the remaining term of the newly elected Board member(s) of the Board of Directors.
SECTION 3. Powers of Directors. The Board of Directors shall oversee the management of the business of the Corporation.
SECTION 4. Meetings of the Directors. The annual meeting of the Board of Directors of the Corporation will be held each year at a time and place to be determined by the Directors. In the event that the annual meeting is omitted by oversight or otherwise, a subsequent meeting may be held in its place, and business transacted or elections held at the subsequent meeting will be as valid as if transacted or held at the actual meeting. The subsequent meeting will be called in the same manner as provided for special meetings of Directors.
SECTION 5. Notice of Meetings of Directors. Meetings of the Board of Directors may be held at any time or place whenever called by the president, vice president, or by three (3) or more Directors upon forty-eight (48) hours’ notice to each Director by the Secretary or other officer calling the meeting. Meetings may be held at any time without formal notice if all of the directors are present or, all of the Directors not present, if those not present have waived notice of the meeting in writing. Meetings will be held at such time and place as the notice specifies.
Any meeting at which any Director is present, either in person or by proxy, or of which those not present have waived notice, will be a legal meeting for the transaction of business, notwithstanding the fact that notice has not been given as provided in this Section 5.
SECTION6. Quorum of Directors. A majority of the members of the Board of Directors will constitute a quorum for the transaction of business. When a quorum is present at any meeting and in the absence of an express provision to the contrary in these bylaws, a majority vote of the Directors in attendance will decide any question brought before the meeting.
SECTION 7. Proxy and Voting. Directors of record may vote at any meeting, either in person or by proxy in writing, which will be filed with the Secretary of the meeting before voted. Each Director will be entitled to one vote.
SECTION 8. Removal. Any Director may be removed by the vote of the majority of the Members or a majority of the members of the Board of Directors at any meeting, if in the judgment of the Board of Directors the best interests of the Corporation will be served by his/her removal.
SECTION 9. Absence from Meetings. Absence from two consecutive meetings of the Board of Directors or of the executive committee without excuse deemed valid by the Board of Directors and recorded as valid in the minutes of the meeting from which the Director is absent will be deemed a resignation.
A vacancy occurring under this Section 9 will be filled in accordance with Section 2 of this Article III.
SECTION 10. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors or any action which may be taken at a meeting of Directors may be taken without a meeting, if a consent in writing setting forth this action is signed by all of the Directors.
SECTION 11. Meetings by Telephonic or Electronic Means. Members of the Board of Directors of the Corporation or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of a committee by means of conference call, telephone, internet/web meeting or similar methods by means of which all persons participating in the meeting can hear and speak with one another. Participation in such a meeting will constitute presence in person at the meeting.
SECTION 12. Adjournment. A majority of the directors present may adjourn any meeting of the directors to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board of Directors.
SECTION 13. Executive Committee. The Board of Directors of the Corporation may, by resolution adopted by a majority of the Directors in office, designate an executive committee, which will, to the extent provided in the resolution, have and exercise the authority of the Board of Directors.
SECTION 14. Other Committees. The Board of Directors may designate and appoint other committees not having and exercising the authority of the Board of Directors in the management of the Corporation by resolution adopted by a majority of the directors at a meeting at which a quorum is present. The Board of Directors may by similar resolution authorize the president to designate such other committees. Membership on these committees may but need not be limited to Directors.
Article IV
Officers
SECTION 1. Number and Election. The Officers of the Corporation will be a President, VicePresident, Secretary, Treasurer and such other officers with such duties as the directors designate. The Officers will be elected by the Members by affirmative vote of a simple majority of all Members at their Annual Meetings.
Each Officer will hold office for a period of two (2) years or until his/her successor has been chosen and qualified or until his/her death, resignation or removal. Eligibility for consideration as an Officer will be limited to those who have previously served as a Director for at least a two (2) year term unless this eligibility requirement is waived by a majority vote of the Board of Directors.
SECTION 2. President. The President will be Chief Executive Officer of the Corporation and, when present, will preside over all meetings of the Board of Directors and Members, and unless another person is specifically authorized by vote of the Board of Directors or by the Association Bylaws, will sign and execute in the name of the Association all deeds, mortgages bonds, contracts, or other instruments authorized by the Board of Directors. The President will perform all duties commonly incident with his/her office and will perform such other duties as the Board of Directors from time to time designates.
SECTION 3. Vice-President. At the request of the President or in his/her absence or disability, the Vice President will perform all the duties of the President and when so acting will have all of the authority and powers of the President. The Vice President will perform such other duties as may be delegated to him/her by the Board of Directors, by the executive committee, or by the President.
SECTION 4. Secretary. The Secretary will record, distribute and maintain accurate minutes of all meetings of the Board of Directors and of the Members and will perform all of the duties commonly incident to his/her office. The Secretary will report annually to the Corporation on all matters handled by his/her office. He/she will have custody of all papers, historical records, seal and property of the corporation. He/she will surrender all records to his/her successor within ten days after assumption of office by his/her successor. The Secretary will perform such other duties and have such other powers as the Board of Directors from time to time prescribes.
SECTION 5. Treasurer. The Treasurer will have the care and custody of the funds of the Corporation and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to his/her office. He / She will maintain and keep accurate books of accounts of the Corporation’s transactions. These books will be the property of the Corporation and together with all of its property in his /her possession will be subject at all times to the inspection and control of the Board of Directors and general membership. He/She will make an annual financial report to the Board of Directors and the report will be available for inspection by any Member of the Corporation. He/she will surrender all records to his /her successor within ten days after assumption of office by his/her successor. The Treasurer will hold his/her office at the pleasure of the Board of Directors and will in every way be subject to its order.
SECTION 6. Removal. The Directors may at any regular meeting or at any special meeting called for the purpose remove any Officer, with or without cause, by an affirmative vote of two-thirds (2/3) of the members of the Board of Directors.
SECTION 7. Vacancies. If any office becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the Directors may by a majority vote taken at any meeting choose a successor for the remaining term of the vacating Officer or other period as determined by the Directors.
SECTION 8. Bonds of Officers. The Board of Directors may secure the fidelity of any or all Officers by bond or otherwise in such terms and with such surety or sureties or conditions as required by the Board of Directors.
Article V
Fiscal Year
The Fiscal year of the Corporation will be by calendar year, January 1 to December 31.
Article VI
Resignation
Any Director or Officer may resign at any time. Resignation will be made in writing and will take effect at the time specified in the resignation or, if no time is specified in the resignation, at the time of its receipt by the President or Secretary of the Corporation. The acceptance of the resignation will not be necessary to make it effective unless the resignation expressly provides that it will not be effective until accepted by the Board of Directors.
Article VII
Contracts, Checks, Deposits, Funds and Financial Records
SECTION 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. The authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, Orders, Notes and Other Evidences of Indebtedness. All checks, drafts, or other instrument for the payment of money, notes or other evidences of indebtedness insured in the name of the corporation will be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as from time to time determined by resolution of the Board of Directors. In the absence of any determination by the Board of Directors, these instruments will be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
SECTION 3. Deposits. All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies other depositories as the Board of Directors may select.
SECTION 4. Financial Records. One or more members of the Board of Directors, one of whom must be the Vice President or the Secretary will examine the financial records of the preceding Fiscal Year. After examination has been made, the report of this examination must be filed with and approved by the Board of Directors at its next meeting. The President will report to the membership that an examination was made, accepted and approved for the preceding fiscal year.
Article VIII
Indemnification and Insurance
SECTION 1. Indemnification. Each person who is or was a Director or Officer of the Corporation, or any person who, while a Director or Officer of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, committee member, partner, venture, proprietor, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, and the heirs, executors or administrators or estate of such person, shall be indemnified by the Corporation to the fullest extent permitted or authorized by the laws of the State of Texas, against any liability, cost or expense incurred by such person in his or her capacity as a Director or Officer, or arising out of his or her status as a Director or Officer.
SECTION 2. Insurance. The Corporation may, but shall not be obligated to, maintain insurance at its expense, to protect itself and any person who is or was a Director, Officer, committee member, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise against any liability asserted against him or her and any liability, cost or expense incurred by him or her in such capacity or arising out of his or her status with the Corporation, whether or not the Corporation would have the power or obligation to indemnify such person against that liability under the laws of the State of Texas.
Article IX
Books and Records
The Corporation will keep correct and complete books and records of account and will also keep minutes of the meetings of its Board of Directors and of its Members.
Article X
General Provisions
Section 1. Amendment. Any of these bylaws may be altered, amended or repealed, and new bylaws may be adopted at any meeting of the Members by an affirmative vote of a simple majority of the Members present in person or by proxy provided thirty (30) days written notice of the meeting and proposed amendment was given to each Member entitled to vote pursuant to Section 11 of Article II. A Member vote to alter, amend or repeal, and adopt new bylaws may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.
Section 2. Legal Construction. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and the Bylaws shall be constructed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.
Section 3. Headings. The Headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.
Article XI
Parliamentary Authority
The rules contained in Robert’s Rules of Order, as amended, will govern this Corporation in all cases for which they are applicable and in which they are not inconsistent with the Articles of Incorporation or Bylaws of the Corporation.
Article XII
In Memoriam
As a tribute to two of the former Presidents of ITMA, the following will be named in their memory and will hereafter be called:
- Ann Wilson Memorial Scholarship Fund
- Mack Johnson Memorial Golf Tournament