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As a member of the Airforwarders Association I pledge my COMPANY to:
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- Maintain the highest standards of business conduct.
- Actively promote and encourage the highest level of ethics within the air cargo industry.
- Recognize and discharge my responsibility to uphold all laws and regulations pertaining to the operation of my business.
- Strive for excellence in all aspects of the management of my business.
- Maintain a professional relationship with carriers and other vendors.
- Use only legal and ethical means in all business activities.
- Cooperate in every reasonable and proper way with other Association members and work with them in the advancement of the profession of forwarding.
- Use every opportunity to improve public understanding of the role of the forwarder in transportation.
- Provide education and training to my employees in order to improve the professionalism of my company and our industry.
- Work with the industry to maintain security in aviation and for the cargo entrusted to my care.
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Bylaws of the Airforwarders Association
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ARTICLE I
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Name
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The name of the corporation (hereinafter the "Association" or the "Corporation") is the "Airforwarders Association," and it is organized as a non-profit, mutual benefit corporation under the laws of California.
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ARTICLE II
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Directors
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SECTION 1. POWERS
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- Subject to the provisions of the California non-profit Corporation Law and any limitation in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Association shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
- Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
- select and remove all officers, agents, and employees of the Association, including an Executive Director; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; fix their compensation; and
- change the principal executive office or the principal business office in the State of California from one location to another; cause the Association to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; designate any place within or outside the State of California for the holding of any directors or members' meetings, including annual meetings; and
- adopt, make and use a corporate seal; prescribe the forms of Membership Certificates; and alter the form of the seal and Certificate.
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SECTION 2. NUMBER OF DIRECTORS
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Authorized number of Directors shall be fifteen (15), exclusive of the chairman, until changed by an amendment to these Bylaws.
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SECTION 3. QUORUM
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The attendance of no less than thirty-five percent of Directors at any meeting shall constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Non-profit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
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SECTION 4. ELECTION AND TERM OF OFFICE
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All Directors shall be elected by written ballot of the members, as provided in Section 6 below. The term of office for directors is four years.
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SECTION 5. NOMINATION OF DIRECTORS
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- At least six weeks prior to the election date, as defined below, for the election of the Board, the Board shall appoint a Nominating Committee of five members to select qualified candidates for election to the Board, who shall nominate not less than one more than the number of Directors running for office and not more than three more than the number of Directors running for office. Excluded from nomination will be the number of Directors whose terms have not yet expired. The nominations shall be set forth in ballots to be mailed to the members, as provided in Section 6 below.
- Additional nominations may be made by five regular members, if filed in writing with the Secretary of the Association at least two weeks before the election date, as defined below.
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SECTION 6. ELECTION OF DIRECTORS BY BALLOT
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After nominations for the Board are completed, as provided in Subsections 5(a) and 5(b) above, ballots shall be mailed to each member in November, or such other time as the Board shall determine. The Board shall also set dates for mailing, to determine the voting members, and after which time no ballots will be accepted. The last date to accept ballots will be considered the "election date." Ballots are to be opened, counted and attested to by a majority of the Nominating Committee, and the results shall be publicly announced prior to or at the Annual Meeting of members.
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SECTION 7. VACANCIES
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A vacancy on the Board shall be deemed to exist upon the occurrence of the following: (1) death, resignation or removal of any Director; (2) declaration or resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by a court or convicted of a felony, or who has been by final order or judgment to have breached his duty under the California Non-profit Corporation Law after the affirmative vote of two-thirds of the members removing a Director from office, at a meeting called for that purpose.
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SECTION 8. RESIGNATION OF A DIRECTOR
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A vacancy on the Board shall be deemed to exist upon the occurrence of the following: (1) death, resignation or removal of any Director; (2) declaration or resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by a court or convicted of a felony, or who has been by final order or judgment to have breached his duty under the California Non-profit Corporation Law after the affirmative vote of two-thirds of the members removing a Director from office, at a meeting called for that purpose.
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SECTION 9. FILLING VACANCIES
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Vacancies on the Board shall be filled by an election at a Regular or Special meeting of the Board, and the person so elected shall serve for the balance of the unexpired term of the office for which elected.
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SECTION 10. TIME AND PLACE OF MEETINGS
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Regular or Special meetings of the Board may be held at any place within or without the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, Regular meetings shall be held at the principal office of the corporation.
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SECTION 11. NOTICE OF MEETINGS
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Regular meetings of the Board may be held at such time and place as fixed by resolution of the Board, without notice, or upon such notice as designated by the Board. Special meetings of the Board shall be held upon not less than four days' notice by first class mail or 24 hours' notice delivered personally or by telephone or telegraph. Notice of meetings need not be given to any Director who signs a Waiver of Notice or a Written Consent to the holding of the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting lack of notice prior to the commencement of the meeting. Such Waivers, Consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
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SECTION 12. ACTION WITHOUT MEETING
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Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by Written Consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
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SECTION 13. EXECUTIVE COMMITTEE
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- Except as provided below, the Board of Directors may delegate its authority to, and between meetings of the Board of Directors the powers of the Board of Directors shall be held by, an Executive Committee. The Executive Committee shall consist of officers of the Association, as provided in Section 2 of Article IV, together with one at-large Board member who shall be elected by the Board of Directors, as provided in Section 3(b) of Article IV.
- Meetings and actions of the Executive Committee shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and Board actions in lieu thereof, except that the time for Regular meetings of the Executive Committee and calling of Special meetings of the Executive Committee may be determined either by Board resolution, or if there is none, by resolution of the Executive Committee. Minutes of each meeting of the Executive Committee shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of the Executive Committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the Executive Committee may adopt such rules.
- Notwithstanding anything in this Section 13 to the contrary, the Executive Committee shall have the full authority of the Board, except that it may not:
- take any final action on any matter that, under the California Non-profit Mutual Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
- fill vacancies on the Board or on any committee that has the authority of the Board;
- fix compensation of the Directors for serving on the Board or on any committee;
- amend or repeal Bylaws or adopt new Bylaws-
- amend or repeal any Board resolution that by its express terms is not so amendable or repealable;
- create any other committees of the Board or appoint the members of committees of the Board; or
- expend corporate funds to support a nominee for Director after more people have been nominated for Director than can be elected.
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ARTICLE III
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Advisory Board and Committees
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The Board of Directors may appoint an advisory board of persons who need not be members of the Corporation to assist in carrying out the purposes of the Corporation. In addition to the Executive Committee and an advisory board, the Board may create other committees, made up of qualified individuals who may or may not be Board members, and who may or may not be members of any class or the Association. These committees and the advisory board shall have an advisory role to the Board of Directors and/or the officers. The Chairman of any committee or advisory board must be an officer or a Director of the Association. No advisory board or committee shall have the powers of the Board of Directors and the Board of Directors shall not delegate any duties to such committee or board that shall be contrary to the Non-profit Mutual Benefit Corporation Law of the State of California.
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ARTICLE IV
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Officers
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SECTION 1. OFFICERS
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The officers shall consist of: Chairman of the Board, President, Vice-President, Secretary, Treasurer (who shall be the Chief Financial Officer of the Corporation), and such assistants thereto as the Board may deem advisable. The Secretary and the Treasurer may be the same person, subject to election by the Board of Directors.
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SECTION 2. QUALIFICATIONS
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Every officer of the Association shall be a Regular member in good standing of the Association and a member of the Board, except that, if an officer losses his employment with a Regular member, the officer will have 180 days to find employment with another Regular member. Failure to find employment with a Regular member during that period will result in dismissal from the Association.
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SECTION 3. ELECTIONS
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- The officers shall be elected every two (2) years by the board from among its members, as provided in subsection 3(b) below.
- A Nominating Committee shall be selected by the Board at least six weeks prior to the election date for the election of the Board, and such committee shall consist of the Chairman of the Board, the President, and one Board member (excluding officers) chosen by the Board by secret ballot without prior nomination. This Nominating Committee will prepare a slate of officers listing at least one nominee for each office for the election of officers which shall take place at the next Board meeting immediately following the election of the new Board of Directors. Additional nominees may be called for by the President, when appropriate. The Nominating Committee shall also nominate one Board member to serve as an at-large member of the Executive Committee and the Board of Directors shall vote for such nominee, at the election of officers, as provided in Article III.
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SECTION 4. POWERS AND DUTIES
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- The Chairman of the Board shall preside at all meetings of the Board and in his absence his place shall be taken by the officers in the order named in the first paragraph of this Article.
- The President shall be the chief executive officer of the Association and shall preside at all meetings of the members. In his absence his place shall be taken by the officers in the order named in Section 1 of this Article. The President shall sign all Certificates of Membership and any contracts and obligations, which shall have been approved by the Board of Directors.
- The Vice-President, at the request of the Board, shall assume the duties of the President in case of his absence or inability to act.
- The Secretary shall keep a record of the proceedings of the Board of Directors and of the Association and all the minutes of the meetings. He shall also keep a record of the attendance at all meetings. He shall have charge of the seal of the Association and affix the same to such documents as require the seal. He shall also keep the proper list of members and issue the Certificate of Membership, keeping a record thereof. All notices to members shall be served by him. The Secretary shall be the depository of all records and documents pertaining to the affairs of the Association, and shall perform such other and further duties as may be requested by the Board.
- The Treasurer shall be the Chief Financial Officer of the Association and shall receive and account for all funds of the Association and deposit the same in such bank as shall be designated by the Board. He shall make such financial accounts as may be required by the Board from time to time.
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ARTICLE V
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Membership
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SECTION 1. CLASSES OF MEMBERSHIP
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The Board of Directors from time to time shall establish such class or classes of membership as it determines to be appropriate, including but not limited to Regular members, honorary, lifetime, associate, student, or otherwise, on such terms, conditions and qualifications as the Board may determine from time to time. The Board by appropriate resolution shall determine the voting and other rights of each such class of membership.
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SECTION 2. QUALIFICATION
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Notwithstanding Section 1 to the contrary, the following membership classes are authorized:
- Regular membership. Air freight forwarding companies, Indirect air carriers, or those companies that undertake to engage indirectly in air transportation of property and use the services of a direct air carrier for any part of such transportation.
- Associate membership. Direct air carriers and their subsidiaries, surface line haul providers, firms and professionals that primarily provide products or services to air freight forwarding companies, Indirect air carriers of the freight forwarding industry.
- Affiliate membership. Single location pickup and delivery companies, firms and professionals that incidentally provide products or services to air freight forwarding companies, Indirect air carriers or the freight forwarding industry.
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SECTION 3. FEES, DUES AND ASSESSMENTS
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Each member must pay, within the time and on the conditions set by the Board, the annual dues in amounts to be fixed from time to time by the Board. The dues shall be equal for all Regular members, but the Board may, at its discretion, adjust the dues differently for individual, firm, or corporate membership, depending on its size, and may adjust the fees and dues between classes of membership, including waiving fees in part or in total for any classification of member.
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SECTION 4. REPRESENTATION
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Every firm or corporation holding membership shall designate the person and alternates who shall be accredited to carry out the duties of membership on its behalf.
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SECTION 5. RESIGNATION
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Any member may resign by filing a notice to that effect with the Secretary of the Association and paying in full all amounts due the Association.
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SECTION 6. SUSPENSION
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The Board may, at its discretion, suspend any member who becomes three months delinquent in payment of dues, or for cause, upon the affirmative vote of two-thirds of the membership present at a meeting called for that purpose, or upon a vote of two-thirds of the Board upon such terms and following such procedures as may be determined by the Board.
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SECTION 7. REINSTATEMENT
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A resigned or suspended member may, at the discretion of the Board, be reinstated on payment of the required dues.
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SECTION 8. CERTIFICATE OF MEMBERSHIP
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Every member shall receive a Certificate of Membership in a form to be selected by the Board from time to time.
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SECTION 9. VOTING
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Only members in good standing, and having a voting status, shall participate in meetings and be allowed to vote. Firms or corporations shall vote by an accredited representative as provided in these Bylaws. Each such member shall have one vote. Voting by proxy shall not be allowed. Regular members shall have one full vote and other classes of membership shall have such voting powers as the Board of Directors shall determine.
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SECTION 10. ANNUAL MEETING OF THE MEMBERS
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Regular Annual Meeting or Meetings of the members shall be held in a place and on such day and time as the Board deems advisable from time to time.
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SECTION 11. NOTICE OF MEETING
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The Annual Meeting or Meetings shall be called by notice in writing signed by an officer of the Association and served on the members at least five days before the meeting, specifying the day, place and hour of the meeting.
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SECTION 12. QUORUM
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Ten percent of the regular members shall constitute a quorum for the transaction of business. The members present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken is approved by at least a majority of the members required to constitute a quorum.
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SECTION 13. SPECIAL MEETINGS OF THE MEMBERS
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A Special Meeting of the members may be called at any time by the Chairman of the Board, by the President, by any four directors, or upon written request of ten percent of the Regular members. Notice of a Special meeting of the members shall be given as provided for the Annual Meeting at such time, date and place as the Board shall determine.
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SECTION 14. GUESTS
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Only members in good standing are entitled to participate in discussion at Association meetings, but the privilege of the floor may be accorded non-members at the discretion of the presiding officer or by a majority vote of those members present.
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SECTION 15. NOTICE OF MEETING AGENDA
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At any Annual, Regular or Special meeting of the members, only those matters may be voted upon which were set forth in a general manner in the notice of the meeting, in accordance with the California Non-profit Corporation Law, Section 7512.
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ARTICLE VI
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Records and Reports
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SECTION 1. MAINTENANCE OF CORPORATE RECORDS
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- The Association shall keep:
- adequate and correct books and records of account; and
- written minutes of the proceedings of its members, board, and committees of the board; and
- a record of each member's name, address, and class of membership.
- Members shall have inspection rights as follows:
- Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the Association provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member: (1) inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the Association, which demand must state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary of the Association, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten days after (1) the demand is received or (2) the date specified in the demand as the date as of which the list is to be compiled.
- The Association may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
- If the Association reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
- Any inspection and copying under this Section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts.
- (ii) On written demand on the Association, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney.
- The Association shall keep at its principal office in California the originals or copies of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
- Every Director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
- An annual report shall be prepared within 120 days after the end of the Association's fiscal year. That report shall contain the following information in appropriate detail:
- a balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Association that they were prepared without audit from the books and records of the Association;
- a statement of the place where the names and addresses of current members are located;
- any information that is required by Subsection l(f) of this Article of these Bylaws;
The Association shall notify each member annually of the member's right to receive a financial report under this Section. Except as provided in Subsection (e) (iii) above, on written request by a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member.
This Section shall not apply if and when the Association receives less than $10,000 in gross revenues or receipts during the fiscal year.
- As part of the annual report to all members, or as a separate document if no annual report is issued, the Association shall annually prepare and mail or deliver to its members and furnish to its Directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the Association's fiscal year:
- unless approved by members under Section 7233(a) of the California Corporations Code, any transaction (1) to which the Association was a party, (2) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000 and (3) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest): any Director or officer of the Association; or any holder of more than 10 percent of the voting power of the Association. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Association, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
- a brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Association, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Section 5034 of the California Corporations Code, or the loan or guaranty is not subject to the provisions of subdivision (a) of Section 7235(a) of that Code.
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ARTICLE VII
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Indemnification
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- To the fullest extent permitted by law, this Association shall indemnify its Directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceedings," as that term is used in that Section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this Article of these Bylaws, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
- On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought, prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the members present at the meeting shall authorize the indemnification.
- To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Subsections (a) and (b) of this Article of these Bylaws in defending any proceeding covered by those Subsections shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.
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ARTICLE VIII
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Amendments
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- Subject to the rights of members under Subsection (b) of this Article of these Bylaws, the Board may adopt, amend, or repeal Bylaws unless the action would:
- materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer;
- increase or decrease the number of members authorized in total;
- effect an exchange, reclassification, or cancellation of all or part of the memberships; or
- authorize a new class of membership.
- Once members have been admitted to the Association, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:
- fix or change the authorized number of Directors;
- fix or change the minimum or maximum number of Directors; or
- change from a fixed number of Directors to a variable number of Directors or vice versa.
- If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.
- Without the approval of the members, the Board may not adopt, amend or repeal any Bylaw that would:
- increase or extend the terms of Directors;
- allow any Director to hold office by designation or selection rather than by election by a member or members;
- increase the quorum for members' meetings;
- repeal, restrict, create, expand, or otherwise change proxy rights; or
- authorize cumulative voting.
- New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members.
- Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a Director's term beyond that for which the Director was elected.
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ARTICLE IX
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Certificate of Secretary
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I certify that I am the duly elected and acting Secretary of Airforwarders Association, a California non-profit, mutual benefit corporation, that the above Bylaws, consisting of nine (9) pages, including this page, are the Bylaws of this Association as adopted by the Board of Directors on November 3, 2004, and that they have not been amended or modified since that date.
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Executed on November 10, 2004
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_________________________________
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Airforwarders Association Secretary
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