NEW YORK CARIBBEAN TRADE ASSSOCIATION, INC.
MEETINGS AND EVENTS
The NEW YORK CARIBBEAN TRADE
ASSSOCIATION, INC., formed in 2008, "To voluntarily bring about a better
acquaintance and fellowship among those directly or indirectly interested in
international commerce and logistics and to afford its members the advantages
of lectures on transportation and enhancement of international commerce in all
Regular meetings are held on the second Wednesday of every month, if not a holiday, in which case the meeting will be held on the following Wednesday or, if this is not possible, the Board of Governors shall set the date. The annual meeting for election of officers is held at the Membership Night Dinner meeting.
Its By-Laws, as duly amended and revised to date, follow:
Section 1. (a) There shall be three (3) classes of Membership: Resident, Honorary, and Life. (b) Membership shall be vested in the name of the individual and shall not be transferable.
Section 2. Any person twenty one years of age or over and interested in International commerce may become a member of the club.
Section 3. Honorary Members. The board of Governors, at a duly organized meeting may, by a majority vote elect as an honorary member, anyone who has rendered exceptional service to the Club. Honorary members shall be exempt from payment of dues and shall be entitled to all privileges of resident members. Honorary membership shall be conferred upon all Past Presidents of the Club.
Section 4. Life Members. Members of the Club who have been members, in good standing, for 25 consecutive years and have retired from business shall, upon their request in writing to the Board of Governors, be granted life membership. Such life members shall, thereafter, be exempt from payment of dues and shall be entitled to all the privileges of resident members.
Section 5. Resignation. Any member may withdraw from the Club after fulfilling all obligations to it by giving written notice of intention to the Secretary, which notice shall be presented to the Board of Governors by the Secretary at the first meeting after its receipt.
Section 6. Suspension and Expulsion. A member may be suspended or expelled, for cause; such as a violation of any of the By-Laws or rules of the Club. Such suspension or expulsion shall be majority vote of the Board of Governors, provided that a statement of the charges shall have been sent by certified or registered mail to the member under charges at his last recorded address, at least ten days before final action is taken thereon: this statement shall be accompanied by a notice of the time when, and place where, the Board of Governors is to take action in the premises, provided that the said member shall have been given an opportunity to present a defense at the time and place mentioned in such notice. Change of occupation shall not suspend or deprive a member of his membership.
Initiation Fees and Dues
Section 1. Application for membership shall be made in writing to the Treasurer on the blank provided for that purpose, accompanied by the dues fee of $175.00. In the event an applicant is not elected to membership, the dues shall be returned. Members voluntarily resigning from the Club while in good standing may be reinstated to membership, provided request for reinstatement is made, in writing, to the Secretary within five years of such resignation and applicant is otherwise eligible for membership.
Section 2. Dues. Except as herein otherwise provided, the only dues for members shall be $175.00 per annum for members payable annually in advance. From January 1 through December 31.
Section 3. Arrears. Members who
fail to pay their dues or assessments within thirty days from the time the same
become due, shall be reported by the Treasurer to the Board of Governors as in
arrears, and if so ordered by the Board shall be suspended from all rights and
privileges of membership.
Members so suspended may be reinstated by the Board of governors upon payment of all dues or assessments in arrears.
Section 1. Annual Meetings. There shall be an annual meeting of the Club, between January 1 and December 31 in each year, for election of Officers and members of the Board of Governors and the transaction of other business. The Annual report will be submitted to the membership at the end of the calendar year. Notice of such meeting, signed by the Secretary, shall be mailed to the last recorded address of each member at least ten days and not more than twenty days before the time appointed for the meeting. All notices of meetings shall set forth the place, date, time and purpose of the meeting.
Section 2. Regular Meetings. The board of Governors may arrange club outings, dances and other social functions, and in the case of any social function may fix and prescribe a per capita charge to be paid by all persons attending the same.
Section 3. Special Meetings. The Board of Governors or the President may, at their discretion, call a special meeting at the club. Upon the written request of twenty-five members of the Club, the Board of Governors shall call a special meeting to consider a specific subject. Notice for any special meeting shall be given in the same manner as for the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the Club.
Section 4. Quorum. The presence in person of twenty-five members of the Club who are entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time, not less than ten nor more than twenty days later, and the secretary shall thereupon mail notice of the adjournment at least three days before of adjourned meeting to each member entitled to Vote who was absent from the meeting adjourned.
Section 5. Voting. Each member shall be entitled to one vote.
Section 6. Parliamentary Procedure. "Roberts Rules of good Order" insofar as they may consistent with the By-Laws, shall govern procedure at all meetings of the Club.
Section 1. Number. The property, affairs, business, and concerns of the Club shall be vested in a Board of Governors, thirteen in number, consisting of the Presidents, First, Second and Third Vice Presidents, the Secretary, Treasurer, the most recently retired President and six members elected by ballot and referred to hereinafter as "elective governors". In order to be eligible for elective office, candidates must be in good standing for a minimum of one year. The members of the said Board shall immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. A President upon completion of his term of office shall automatically become Chairman of the Board of Governors, and shall act in this capacity until succeeded by the next retiring President. If for any reason he is unable or unwilling to accept such chairmanship, the Board shall elect one of its members as Chairman.
Section 2. Election of Governors and Term. At each annual meeting two elective governors shall be elected for a term of three years; the term of office of ail Officers shall be one year. At the expiration of their term any Officer may be reelected.
Section 3. Duties of Governors. The Board of Governors shall have power to hold meetings at such times and places as they may think proper; to admit members and suspend or expel them by ballot; to print and circulate documents and publish articles; to carry on correspondence and to communicate with other Associations interested in International commerce; to employ agents, and to devise and carry into execution such other measures as they may deem proper and expedient to promote the objects of the Club and to best protect the interests and welfare of the membership.
Section 4. Meetings of Board. The Board of Governors shall meet the second Wednesday of each month, and whenever called together by the Chairman or President, upon due notice given to each member of the Board.
Section 5. Quorum. Seven members of the Board of Governors shall constitute a quorum for the transaction of business. In the absence of the Chairman, the Quorum present may choose a Chairman for the meeting. If a quorum be not present the lessor number may adjourn the meeting at a date not more than ten days later. No proxy vote may be given or taken.
Section 6. Absence. Should any member of the Board of Governors absent themselves from three consecutive meetings of the Board without sending a communication to the Chairman or Secretary or any members of the Board, stating a reason for so doing, and if the excuse should not be accepted by the members of the Board, the seat on the Board may be declared vacant and the Board may forthwith proceed to fill the vacancy.
Section 7. Vacancies. Whenever any vacancies shall occur in the Board of Governors by death, resignation or otherwise, the same shall be filled without undue delay by a majority vote, by ballot of the remaining members of the Board. A person chosen to fill a vacancy shall hold of office for the unexpired term of his predecessor.
Section 1. Number.
The Officers of the Club shall be the President, three Vice Presidents, a Secretary, and a Treasurer.
Section 2. Method of Election
All Officers shall be elected for a term of one year. A majority of a quorum present shall be necessary to constitute an election.
Section 3. Duties of Officers
The duties and powers of the Officers of the Club shall be as follows:
The President shall preside at the meetings of the Club, and shall be a member ex-officio, with right to vote, of all Committees excepting the Nominating Committee. The president shall also, at the annual meeting of the Club, and such other times as shall be deemed proper, communicate to the Club or to the Board of Governors, such matters and make such suggestions to promote the prosperity and welfare, and increase the usefulness of the Club, and shall perform such other duties as are necessarily incident to the office of President of the Club.
· Vice President.
The Vice-President will oversee the Club functions as assigned by the President of the Club. In case of the death or absence of the President, or inability from any cause to act, one of the Vice-Presidents in the order of seniority, shall assume and perform the duties of his office.
It shall be the duty of the Secretary to give notice of and attend all meetings of the Club and Board of Governors and keep a record of their doings; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to notify the Officers and Members of the Club of their election; at the request of the Chairman of each Committee, give notice of the meetings of the Committee; and generally to devote the best efforts to forwarding the business and advancing the interest of the Club. In case of absence or disability of the Secretary, the Board of Governors may appoint a Secretary pro term. The Secretary shall be the keeper of the Seal of the Club.
The Treasurer shall collect all
fees, annual dues, and assessments, keep an account of all moneys received and
expend for the use of the Club, and shall make disbursements only upon vouchers
approved in writing by the President and attested by the Secretary, which
vouchers are to be passed upon and approved by the Chairman of the Board of
Governors at the end of the month. The Treasurer is also to keep a list of
members of the Club; and to prepare, under the direction of the Board of
Governors, an annual report of the transaction and conditions of the Club. The
treasurer shall deposit all sums received in a bank or banks, or trust company
approved by the Board of Governors and make a report at the monthly meetings or
when called upon by the President. Funds may be drawn only as authorized by the
Board of Governors.
The funds, books and vouchers shall at all times be under the supervision of the Board of Governors and subject to its inspection and control, and shall be audited annually by the Club Auditors; at the expiration of the term of office, the Treasurer shall deliver to the successor all books, moneys and other property, or, in the absence of the Treasurer-elect, to the President. In case of the absence or disability of the Treasurer. the Board of Governors may appoint a Treasurer pro term.
Section 4. Bond of Secretary and Treasurer
The Secretary and Treasurer shall each furnish a bond in the amount fixed by the Board of Governors as security for the faithful discharge of duties. The cost of such bond shall be paid for by the Club.
Section 5. Vacancies.
All vacancies in any of office shall be filled by the Board of Governors without undue delay at its regular meeting, or at a meeting specially called for that purpose. The person so chosen shall hold office for the unexpired shortest pending term of an existing governor. The governor he/she is replacing will then be voted on for a new term.In the event an officer in good standing is stepping down from an existing position during his/her term, and the board as well as he/she wishes to stay on as governor, he/she will assume the shortest pending term of an existing governor. The governor he/she is replacing will then be voted on for a new term.
Section 6. Compensation of Officers.
The Secretary, Treasurer and President shall receive such salary or compensation as may be determined by the Board of Governors.
· Section 1. At a regular meeting of the club to be held in August of each year, the Board of Governors shall elect a Nominating Committee of no less then 5 members who shall prepare a list of candidates for each of the officers and governors terms to be filled at the annual election. The Nominating Committee shall submit its report to the Secretary at least thirty days prior to the annual meeting. Thirty-five members in good standing may place in nomination the names of other members not selected by the Nominating Committee. Notification of such nomination shall be delivered to the Secretary at least fourteen days before the date of the annual election. The Secretary shall then give notice, by mail, to all members at least seven days prior to the annual meeting. Only those members named in that notice will be eligible for election.
· Section 2. Other Committees. As soon after his election as practicable, the President shall appoint the Chairpersons of Committees to consist of as many members as considered advisable.
· Section 3. Special Committees. The President may, at any time, appoint other Committees on any subject for which there are no standing Committees of the Club.
· Section 4. Committee Quorum. A majority of any Committee of the Club shall constitute a quorum for the transaction of business, unless any Committee shall, by a majority vote of its entire membership, decide otherwise.
· Section 5. Committee Vacancies. The various Committee Chairpersons shall have the power to fill vacancies in their Committees. Vacancies in the Nominating Committee shall be filled from those who were nominated but failed to be elected to that Committee, giving priority of appointment to the vacancy according to the number of ballots cast for each.
· Section 6. No Committee shall expend or in any other way commit expenditures without prior written authorization of the Board of Governors
Section 1. These By-Laws may be amended, repealed, or altered, in whole or in part, by a majority vote of the members present at duly organized meeting of the Club, provided the proposed change is submitted by mail to the last recorded address of each regular member at least two weeks before the time of the meeting which is to consider the change.