Section (1)

The objectives of this not-for-profit association are: to promote the common business interests of Customs Brokers and International Freight Forwarders and International Air Cargo Agents in the Chicago area, to encourage the maintenance of professionalism within the industry; to maintain a standard of integrity and efficiency in the fair, reasonable, and equitable administration of the import and export laws and regulations; and to develop acquaintance and good fellowship among members.

Section (1)

There shall be five classes of membership: Regular, Affiliate, Associate, Affiliated Association and Honorary. All new membership applications shall be reviewed by the Board of Directors.

Section (2) Regular Membership

Any Sole Proprietorship, Partnership, Limited Liability Company, or Corporation (a) holding a Customs brokerage license and a national permit issued by U.S. Customs and Border Protection, or (b) holding an independent ocean transportation intermediary's license as either a freight forwarder or an Non-Vessel Owning Common Carrier ("NVOCC") and actively engaged in such business at a physical location in the Port of Chicago, (3901); or (c) an International Air Cargo Agent endorsed by the Cargo Network Services, and an IATA company in the Port of Chicago, (3901) is eligible for Regular membership, upon compliance with such requirements as the Board of Directors may prescribe. Regular Members are eligible for one vote per Member.

Section (3) Affiliate Membership

Any person who is not eligible for Regular membership but who provides core trade services such as trucking, surety, legal to a Regular member or members, or as the Board of Directors deems suitable, is eligible for non-voting Affiliate membership, upon compliance with such requirements as the Board of Directors may prescribe. Affiliate Members may access the Membership Directory.

Section (4) Associate Membership

Any person, firm or corporation that has an office in the Greater Chicago Area that employs a licensed Customs Broker and acts either as an importer or exporter regularly engaged in business as Customs Brokers, OTI's and International Air Cargo Agents are eligible for non-voting Associate Membership. Associate Members will be listed in the Membership Directory.

Section (5) Affiliated Association Membership

Any association in the United States with a membership of persons, firms or corporations engaged in business as Customs Brokers, OTI and/or IAC or a membership including persons firms or corporations who provide services to or who are customers of Customs Brokers, OTIs and/or IACs, may, upon written application to and an affirmative vote by the Board, be accepted for membership as an Affiliate Association. Affiliated Association Members will be listed in the Membership Directory.

Section (6) Honorary Membership

Any person who has rendered an outstanding contribution to the Association is eligible for a non-voting honorary membership.

Section (7) Termination of Membership

Membership in the Association shall automatically terminate upon: (a) resignation, death or dissolution, or (b) failure to meet the qualifications for membership prescribed by the Board of Directors. Upon termination, all rights and interests of the Member in the Association and its property shall cease. Any sum due and owing to the Association is not discharged by reason of such termination.

Section (1) Annual Meeting

An annual meeting of the Members shall be held each year at such time and place as the President may designate to transact such business as may come before the meeting. Notification of the meeting will be provided to the members.

Section (2) Special Business Meetings

Special business meetings of the Members shall be called at such time and place and for the transaction of such business as the President, the Board of Directors, or not less than one-fourth of the members may designate.

Section (3) Notice of Meetings

Written notice stating the time and place of all meetings of the Members shall be given to each Member entitled to vote at such meetings, at the address shown in the records of the Association, not less than seven (7) days before such meetings. Notice may be given electronically. The purpose of a special meeting shall also be stated in the notice.

Section (4) Quorum

Ten percent of the eligible voting Members constitutes a quorum for the transaction of business at any meeting of the Members.

Section (5) Voting

Except as otherwise provided by the By-Laws, each Regular Member in good standing is entitled to one vote, which may not be cumulated, for each Director to be elected, and on each matter submitted to a vote of the members. Votes may be cast by proxy.

Section (6) Informal Action

The Members may act informally upon any matter requiring action by the membership.

Section (1) Composition of the Board

The Board of Directors shall consist of the Chairman of the Board, 7 elected Directors, any Non-Voting Board Members duly chosen, and Officers enumerated in Article V. Article V officers need not be elected Directors. Each member of the Board of Directors shall be a Regular Member or an employee of a Regular Member firm. Each of the forgoing must have their primary residence in the Greater Chicago Area at the time of election to the Board of Directors.

Section (1a) Senior Advisor

Upon nomination and appointment by the voting directors, the title of Senior Advisor may be bestowed upon any past officer of the association, any past regular member of the association, or any person who would otherwise qualify as a regular, associate or honorary member of the association who by virtue of their extensive experience of conducting business within the Customs District of Chicago may be considered for the appointment.

The Senior Advisor is not a regular member of the board and as such cannot introduce any new business nor enter or vote upon any motion before the board. The Senior Advisor serves at the invitation of the board to provide a historical perspective on matters before the board.

As the position of Senior Advisor is recognized by the Association By-Laws, and the appointment is given in recognition of the experience and contributions of the individual to the trade, the duration of the appointment shall be 2 years from the date of the appointment. Accordingly, there is no requirement that the role of Senior Advisor be filled each year.

Section (1b) Non-Voting Board Members

By majority vote the Members of the Board may appoint at the January meeting members in good standing to serve on the Board as non-voting members. In even numbered years up to four (4) non-voting board members may be appointed. In odd numbered years up to three (3) non-voting board members may be appointed. Any Member of the Board of Directors may nominate a candidate for non-voting board member. In evaluating candidates the Board shall favorably consider factors to the benefit of the organization, including the candidate's past participation, experience in the industry, and other indicia of professional commitment. The Members of the Board are under no obligation to appoint any non-voting member(s) in any given year.

Section (2) Function of the Board

The Board shall have general charge and control of the affairs of the Association. It shall be empowered to approve all major expenses and to employ counsel whenever necessary in the best interest of the Association.

Section (3) Election and Terms of Board Members

(a) Election process – (4) Board positions will become available on even numbered years and (3) Board positions will become available on odd numbered years.

1. By October 15th of each year, the Board shall provide notice to the Members regarding the annual election of open Board positions.
2. The Board will accept nominations and qualify the candidates to ensure that they are Regular Members and interested in serving.
3. The candidates will be allowed to provide a biography to the Membership.
4. The Board will hold elections by December 1st of each year.

(b) Directors shall be elected for a term of two years, and may be re-elected to a maximum of three consecutive two-year terms.

(c) No two individuals employed by the same Member firm shall be elected or serve concurrently as officers or as voting members of the Board of Directors.

(d) Each year an election shall be held; (4) positions will be filled on even numbered years and (3) positions will be filled on odd numbered years.

Section (4) Annual Meeting

An annual meeting of the Board of Directors shall be each January. The Directors may provide for the holding of regular meetings of the Board. Meetings may be held by conference telephone call.

Section (5) Other Meetings

A meeting of the Board of Directors may be called by the President or upon the written request of three voting (3) Directors, to be held at such time and place as may be designated by the person or persons calling the meeting.

Section (6) Quorum

Four (4) Directors present at the meeting constitute a quorum for the transaction of business at any meeting of the Board. Participation in the meeting by conference call shall be considered to be presence at the meeting for the purposes of establishing a quorum.

Section (7) Voting

Each elected Director shall be entitled to one vote for each matter requiring action by the Board. If a Director will be absent at a board meeting where a vote is required, that Director may designate either a voting or non-voting Board Member to cast his/her vote by proxy. Except as otherwise provided by law, or by these By-Laws, the act of a majority, of the Directors present at a meeting, is the act of the Board. Directors may act informally on any matter requiring action of the Board. When it is determined to be convenient and appropriate by the President, the Board may conduct votes via electronic mail.

Section (8) Vacancy

A vacancy on the Board of Directors shall be filled by a majority vote of the Directors present at a meeting of the Board. If the Chairman position becomes vacant, the Board may fill that position by the same process for the duration until such time as the position vests in the next immediate past President.

Section (9) Compensation

No Director shall receive compensation for serving as such, but the Board may provide for reimbursing Association Directors Officers or Committee Members for expenses incurred in attending meetings of the Board and for other activities undertaken on behalf of the Association and at the request of the Board. Provided, however a Director may receive compensation for services rendered to the Association in any other capacity.

Section (10) Removal

A Director may be removed by a two-thirds vote of the Board for good cause shown.

Section (11) Change in Membership Status

Any Director whose membership status changes during his or her term may fulfill the remainder of his or her term at the status he or she was originally elected or chosen as a Director upon a majority vote of the Board of Directors.

Section (1) Designation

The Directors shall elect a President, a Vice-President, a Secretary and a Treasurer, and if they so decide, a Senior Advisor, by majority vote. The Chairman of the Board shall be the immediate past president unless the immediate past president cannot or does not wish to serve as the Chairman, in which case the vacancy will be filled in accordance with the procedures set forth in Article IV, Section 8. The Chairman will have the right to vote only in those instances in which such a vote is necessary to break a stalemate.

Section (2) Election and Term

The officers shall be elected at the annual meeting of the Board Meeting taking place in January of even numbered calendar years. Each officer shall hold office for two consecutive years and may be re-elected to a maximum of three consecutive two-year terms. In light of the responsibilities empowered to the President of the Association, only a person with a minimum of two-year's experience as either a Board member or an officer of this Association may be elected as President.

Section (3) President

The President is the chief executive officer of the Association and shall possess the requisite authority and power incident thereto. The President shall supervise and manage the business and affairs of the Association and perform the duties of the office of President. The President is the official representative of the Association. The President shall preside at all meetings of the Members and of the Board of Directors, and is a member ex-officio, with the right to vote, of all committees of the Association, except as otherwise provided by the By-Laws or by law. The President may enter into, on behalf of the Association, any contract, or execute any instrument, except where such undertaking is expressly reserved by the Board of Directors, these By-Laws or by law, or delegated by the Board to some other officer or an agent of the Association.

Section (4) Vice-President

In the absence, disability, or refusal to act of the President, the Vice-President shall assume the powers and perform the duties of the President.

Section (5) Secretary

The Secretary is the custodian of the Association's records and seal. The Secretary shall keep minutes of the meetings of the Members and of the Board of Directors and shall perform the duties incident to the office of Secretary and such other duties as may be prescribed by the President. The Secretary shall keep register of the address of each Member, Director and officer, and shall see that all notices are given in accordance with these By-Laws or as required by law.

Section (6) Treasurer

The Treasurer has custody of, and is responsible for, all funds and securities of the Association. The Treasurer shall perform the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President. The Treasurer shall keep an account of all monies received and expended for the use of the Association and shall make disbursements authorized by the President of the Board. The Treasurer shall deposit all Association monies in the name of the Association, in such depositories as are authorized by the Board.

Section (7) Removal

An officer may be removed by a two-thirds vote of the Directors, for good cause shown. An officer may not vote on a motion to remove himself from office. The President shall not preside over a motion to remove himself from office.

Section (8) Vacancies

A vacancy in any office may be filled by a majority vote of the Board of Directors.

Section (9) Change in Membership Status

Any officer whose membership status changes during his or her term may fulfill the remainder of his or her term at the status he or she was originally elected or chosen as an officer upon a majority vote of the Board of Directors.

Section (1) Funds

All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositaries as the Board of Directors may designate. Checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness shall be signed by the President and one other authorized officer of the Board of Directors on items of $1000.00 and over. On checks, drafts or other orders for the payment of money under $1000.00 shall be signed by the President, or by such other authorized officer or agent, and in such manner as the Board may direct.

Section (2) Books and Records

The Association shall keep correct and complete books and records of account, minutes of proceedings of the Members and of the Board of Directors, a roster of the of the names and addresses of the Members, Directors, and officers and such other records as may be prescribed by the Board. All books and records of the Association may be examined by any member, his agent or attorney, for any proper purpose at any reasonable time. The books and records of the Association shall be audited semi-annually at a time and in a manner designated by the President.

Section (3) Application of Funds

The Association shall use its funds only to accomplish its objectives and purposes, and no part of said funds shall be subject to a formal distribution to the Members or any part of them. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations selected by the Board.

Section (1) Initiation Fees

The Board of Directors may prescribe and assess an initiation fee as a condition of membership in the Association.

Section (2) Dues

The Board of Directors may prescribe and assess the annual dues of the Members.

Section (3) Assessments

The Board of Directors may prescribe and make special or other assessments of the Members.

Section (4) Arrearages

Statements rendered for fees, dues and/or assessments shall be due and payable upon issuance. The Board of Directors shall provide for the suspension or termination of voting rights or membership for non-payment of dues and/or assessments.