CONSTITUTION

ARTICLE I – NAME

The name of this organization shall be The Transportation Club of Houston.

ARTICLE II – OBJECT

The object of this club shall be: (1) to cultivate by personal acquaintance, harmonious relations among its members. (2) to promote the best interest of it members through friendly discussion of traffic and transportation problems and subjects, (3) to stimulate interest on the part of the public in traffic and transportation problems and subjects, (4) to bring about a fuller and more comprehensive understanding and appreciation on the part of business executives and others of the value of adequate and well equipped industrial traffic departments, (5) to consider such other matters as may be of interest to its membership when approved by the Board of Governors.

ARTICLE III – MEMBERSHIP

There shall be six classes of members: Resident, Non-Resident, Honorary, Resident Life, Non-Resident Life, and Associate.

a) Application for membership shall be made in writing to the Secretary or Executive Secretary on forms provided for that purpose, and shall be accompanied by dues.

(b) Each application shall be endorsed by one or more members in good standing and shall be submitted direct to the Board of Governors for approval or referral to the Chairman of the Membership Committee for investigation and recommendation.

Section 1. Resident Members. Any Person of good character, whose place of business or office is located in the Greater Houston Area, which includes the counties of Brazoria, Chambers, Ft. Bend, Harris, and Montgomery, who is owner, partner, officer or employee of a company, corporation, association, commission or individual and who performs duties in connection with the traffic, transportation or logistics affairs of such company, corporation, association, commission or individual, shall be eligible for resident membership. Any individual eligible for membership under Section 2, whose place of business or office is located outside of the Greater Houston area shall have the option of becoming a member under this section.

Section 2. Non-Resident Members. Any person of good character who has all of the qualifications for resident membership with the exception that his/her place of business or office is located outside of the Greater Houston area, shall be eligible for non-resident membership.

Section 3. Honorary Member. Any person may be elected to honorary membership, subject to review and re-election by each incoming Board of Governors at its first meeting.

Section 4. Resident Life Members. Any individual who has been a resident member of this club 20 years or more who has retired from active service, or who, in the judgment of the Board of Governors, has distinguished himself/herself by meritorious service, or who becomes incapacitated, may be elected to resident life membership.

Resident member retiring from active duty with a minimum of 15 years, but less than 20 years of membership, may qualify for life membership by complying with the provisions of Article IV – Dues of the By-Laws.

Section 5. Non-Resident Life Member. Any individual who has been a non-resident member of this club 20 years or more who has retired from active service, or who, in the judgment of the Board of Governors, has distinguished himself/herself by meritorious service, or who becomes incapacitated, may be elected to non-resident life membership.

Section 6. Any individual not in compliance with membership qualifications outlined in Sections 1 through 5 – but who has a vested interest in, and whose primary business is to furnish services or supplies to the transportation or logistics industry, may become an Associate Member. Dues will be the same as for Resident Members. Any student registered full time in an educational institution enrolled in transportation or logistics courses shall be eligible to become an Associate Member. Dues will be fifty percent (50%) of Resident member dues.

Section 7. The privilege of voting and holding office shall be limited to resident and resident life members, hereafter referred to as eligible members.

ARTICLE IV – OFFICERS

Section 1. The officers of this club shall be a President, a Vice President, a Secretary and a Treasurer. They shall hold office for a term of one year or until their successors have been elected and inducted into office.

Section 2. There shall be a Board of Governors consisting of the President, the Vice President, the Secretary, the Treasurer, and the five Directors, one of whom shall be the immediate Past President. The honorary office of Chaplain as outlined in Section 4 shall be an honorary member of the Board of Governors.

Four Directors shall be elected, two each year, and hold office for a term of two years or until their successors have been elected and inducted into office. The retiring President shall become a Director, and serve as a member of the Board of Governors for a term of one year.

Section 3. An honorary office of Chaplain may be established by the Board of Governors, and shall be filled by appointment of the president subject to approval by two-thirds vote of the Board of Governors present at any meeting.

ARTICLE V – EXECUTIVE SECRETARY

There may be a position of Executive Secretary. He or she shall attend meetings of the Board of Governors, but shall have no voting privilege.

This position shall be filled by appointment of the President, subject to approval by a majority vote of the Board of Governors present at any meeting.

ARTICLE VI – MEETINGS

Section 1.

(a) Meetings of the club shall be held on the first Tuesday of each month from September through May. The Board of Governors shall have the authority to cancel or change such meetings when in its opinion; it is advisable to do so. If during this time there is a fifth Tuesday, a meeting may be held if so designated by the Board of Governors.

(b) The meeting held on the first Tuesday of each month shall be a business meeting. Twenty five eligible members shall constitute a quorum for the transaction of business. Each eligible member shall be entitled to only one vote and voting by proxy will not be permitted. Guests, non- resident and honorary members are welcome to any business meeting, but will not be permitted to participate in any business transacted, except at the invitation of the President or Board of Governors. Such participation shall not include voting on any question.

Section 2. The annual business meeting of the club shall be held on the first Tuesday in May each year.

Section 3. The annual dinner shall be held during the last week in May each year unless changed by the Board of Governors.

Section 4. Special meetings may be called at any time by the President. Special meeting shall be called on written request of five members of the Board of Governors, or of 25 eligible members, stating the purpose of such meeting. Notice of such meeting shall be mailed, faxed or e-mailed to all members at least five days before the date fixed for such meeting, stating the purpose thereof, and no other business shall be considered except by two-thirds consent of the eligible members present.

Section 5. The Board of Governors shall meet once each month and more often, if necessary. Such meetings shall be on call of the President and notification by the Executive Secretary. A majority shall constitute a quorum. The President may, with the consent of the Board of Governors, waive a monthly meeting.

Section 6.

(a) The Board of Governors may conduct a telephone, email, or fax poll of its members on an issue which would be inappropriate to delay until the next scheduled meeting.

(b) Such issue must be presented to or by the President, or in his/her absence by the First Vice President with a motion and second from another Board Member.

(c) Such motion may then be polled by phone, email, or fax by the Secretary or Executive Secretary, and if approved by 7 of the 9 board members, will be ratified at the next regular meeting.

(d) Such poll and motion must list the members voting and their vote.

(e) Any issue requiring a unanimous vote by other articles of the Constitution or By-Laws, may not be conducted by telephone poll.

ARTICLE VII – AMENDMENTS

This Constitution may be amended by a two-thirds vote of the eligible members present and voting at any regular or special meeting, provided such notice of amendment is stated in detail and mailed, faxed or e-mailed to each member at least thirty days prior to such meeting.

BY-LAWS

ARTICLE I – ORDER OF BUSINESS

Roberts Rules of Order shall govern the procedure of all business meetings of the club and the Board of Governors, except as otherwise provided or unless suspended in any respect by two-thirds consent of the eligible members or the board members present.

ARTICLE II – CLUB YEAR

The official club year shall be from June 1 to May 31, inclusive.

ARTICLE III – MEMBERSHIP APPLICATION, ELECTION AND SUSPENSION

Section 1.

(a) Application for membership shall be made in writing to the Secretary or Executive Secretary on Forms provided for that purpose, and shall be accompanied by dues or letter requesting employer be billed for dues.

(b) Each application shall be endorsed by two or more members in good standing and shall be submitted to the Chairman of the Membership Committee for investigation and recommendation to the Board of Governors for action.

(c) Resident and Non-Resident Members shall be elected by two-thirds vote of the Board of Governors present at any meeting.

(d) Honorary and Life Members shall be elected by the two-thirds vote of the Board of Governors present at any meeting.

(e) Associate Members shall be elected by two-thirds vote of the Board of Governors present at any meeting.

Section 2. Application for transfer of membership shall be made in writing to the Secretary or Executive Secretary, and shall be subject to acceptance or rejection by majority vote of the Board of Governors present at any meeting.

Section 3. A change in occupation shall not necessarily deprive a member of this membership; such change, however, shall be subject to review and action by the Board of Governors.

Section 4. Any member, for cause, and upon hearing if requested, may be suspended or dropped from membership by a majority vote of the Board of Governors present at any meeting.

ARTICLE IV – DUES

Section 1. Annual dues shall be set by the Board of Governors, subject to approval by a majority vote of eligible members present at any regular or special business meeting of the club, provided notice of proposed dues is mailed,faxed or e-mailed to each member at least thirty (30) days prior to such meeting.

Resident members who retire from active service with a minimum of 15 years but less than 20 years membership may, at their option, retain resident membership at reduced annual dues, which will be the same as the dues for non-resident members.

All dues are due and payable in advance annually on the June 1st. Dues for new members will be prorated as determined by the Board of Governors for the balance of the fiscal year, such prorate to begin on the first of the month the membership application is presented. Honorary and Life members shall pay no dues.

Section 2. Any member whose dues are thirty days in arrears shall be considered delinquent and shall be notified of this fact by the Treasurer, by a “Second Request” bill, sent by U.S. Mail, fax or e-mail to his last known address. Within fifteen days from date of such notification, the member shall be contacted, if possible, by a member of the Membership Committee to secure payment. If at the end of two months after the due date, a member is still in arrears, he shall be automatically suspended. The Executive Secretary shall notify the member of his suspension.

Section 3. Request for reinstatement following suspension must be accompanied by payment of all indebtedness to the club. Such requests shall be subject to action of the Board of Governors.

ARTICLE V – RESIGNATION

Resignation from membership shall be made in writing to the Secretary but shall not be accepted until approved by the Board of Governors and then only after all indebtedness to the club has been discharged. The resigning member shall not be entitled to a refund of any part of dues already paid.

ARTICLE VI – ELECTION AND INDUCTION OF OFFICERS

Section 1. A Nomination Committee, consisting of the President, immediate Past President, and the first year Directors, shall meet on or before March 15th each year and nominate two or more candidates for each office except that of President . The committee shall nominate the incumbent Vice President for President and one or more candidates for Vice President. Should the Vice President for any reason, refuse or be unable to accept the nomination, the committee shall nominate two eligible members from the field of membership. The committee shall report the names of such nominees to the Secretary who shall publish them in “The Wheel” on or before April 1st. If twenty-five or more eligible members, by written request to the Secretary on or before April 7th, nominate any candidate for an elective office, his name shall be included on the official ballot and published in the next issue of “The Wheel”.

Section 2.
(a) On or before April 10th, the President shall appoint a Ballot and Tellers Committee from the eligible members in good standing none of whom shall be a candidate for office, such committee to be subject to approval of the Board of Governors. Said committee shall meet with those duly nominated as provided in Section 1, or their representatives, and draw, by lot, for position on the ballot. This committee shall be responsible for having the official ballot, and return envelopes addressed to Chairman of the Ballot and Tellers Committee, printed and sent by first-class mail, fax or e-mail to all eligible members on or before April 12th. Ballots shall carry proper instruction as to how they are to be marked and returned. Ballots to be counted must be received by the Chairman of the Ballot and Tellers Committee by 5 P.M. of the Tuesday preceding the first Tuesday in May. Any ballots received after that time will not be counted.

(b) The Chairman of the Ballot and Tellers Committee shall arrange for a meeting of his full committee as soon as possible after the close of balloting, but not later than the Monday preceding the first Tuesday in May, at which time the envelopes shall be opened and ballots counted in the presence of all members of the committee. In the event any member of the committee can not be present, the President shall fill the vacancy by immediately appointing an eligible member or members. No other person, whether a member of the club or not, shall be present when the ballots are opened and counted. Any ballot which is not clearly marked as to any particular race shall be immediately ruled on by the Chairman. All members of the committee shall refrain from any discussion or disclosure of the election results.

(c) Candidates receiving the largest number of votes for each office shall be declared elected and it shall be the duty of the Chairman of the Ballot and Tellers Committee to report the names of those duly elected to the President only, by letter, in a sealed envelope, handed to him personally by the chairman, or sent by a messenger of his selection, said letter to be signed by all members of the committee present at the counting of the ballots. In case of a tie for any office the candidates involved shall, at the annual business meeting draw, and the winner will be declared the elected officer.

Section 3. At the annual business meeting the President shall announce the names of those elected. The officers and directors so elected shall be inducted into office at the annual dinner. The Treasurer shall not officially assume the duties of his office until June 1st.

ARTICLE VII – DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings of the club or the Board of Governors, designate all Committee Chairmen, and shall perform all other duties required of the office. In his absence, the Vice President shall assume these duties.

Section 2. The Vice Presidents shall perform such duties as may be assigned to him or her by the President.

Section 3. The Secretary shall conduct correspondence, issue notes, keep the roll of members, on request furnish official club information as disclosed by his records to any member of the Board of Governors and discharge such other duties as belong to the office or are assigned to by the President. Club printing and purchasing shall be under the jurisdiction of the Secretary, subject to the approval of the Board of Governors.

Section 4. The Treasurer shall collect all money and after having received approval of the Board of Governors shall disburse same on vouchers signed by him, or in his absence by the Secretary, or in the absence of either or both by the Executive Secretary and countersigned by the President, or in this absence, by the Vice President.

(a) The Treasurer and Executive Secretary shall furnish a bond satisfactory to the Board of Governors, the premium to be paid by the Club.

(b) The funds of the club shall be deposited by the Treasurer in the name of the club in one or more National Banks approved by the Board of Governors.

(c) The Treasurer shall make a monthly report to the Board of Governors. He shall furnish the membership in writing a copy of the Outside Auditor’s Report as of May 31st, such report to be made by the Outside Auditor to the Board.

Section 5. The Board of Governors shall have full authority to determine all matters affecting the management, welfare and policy of the organization.

Section 6. The executive Secretary shall perform such duties as are assigned to him by the Secretary and Treasurer. He shall perform such other duties as are assigned to him by the President and Board of Governors.

ARTICLE VIII – VACANCIES

Section 1. A vacancy in the office of President shall be filled by the Vice President, who shall, under the provisions of Article VI, Section 1, be nominated at the next election for President for a full term, provided he shall not have served as President for more than six months

Section 2. A vacancy in any other office shall be filled by appointment of an eligible member on a majority vote of the Board of Governors present at any meeting. It shall be the duty of the Secretary to notify all members of the Board of the pending appointment prior to such meeting.

Section 3. If an officer or member of the Board of Governors shall be absent from the three (3) consecutive regular Board Meetings, without proper notification to the Secretary that he will not attend for valid reason, i.e., illness, vacation or business, a vacancy shall be declared in that position and it shall be filled from the membership by the Board of Governors.

ARTICLE IX – COMMITTEES

Immediately following the annual meeting, the President-Elect shall appoint the following committees from the membership of the club with approval of the respective chairman: Attendance, Membership, Reception, Welfare, and other committees as are desired and assign their duties, such committee appointments and assignment to be subject to the approval of the incoming Board of Governors at its first meeting.

ARTICLE X – MEMBERSHIP IN OTHER ASSOCIATIONS

The President may with the approval and consent of the Board of Governors, associate this club with any Association concerned with traffic or transportation and appoint delegates to represent the club at any of their meetings. If possible, the personnel of delegations shall include the President and be equally divided between transportation and industrial members. The reasonable expense of such delegates may be born by the club, subject to the approval of the Board of Governors.

ARTICLE XI – AMENDMENTS

These By-Laws may be amended by a two-thirds vote of the eligible members present and voting at any regular or special business meeting of the club, provided such notice of amendment is stated in detail and made available for viewing at least thirty (30) days prior to such meeting.