ARTICLE I - NAME AND PURPOSE
Section 1.1 Name: The name shall be THE MESSENGER COURIER ASSOCIATION OF AMERICA, INC., here-after referred to as the “Association”. The Association may also conduct its business and affairs under the name of “Messenger Courier Association of the Americas” or simply “MCAA”.
Section 1.2 Purpose: The purpose of the Association shall be to promote, encourage, broaden and advance the interests of those engaged in or having to do with the transportation of messenger, courier and air shipments, and related on-demand and routed transportation services.
Section 1.3 Insignia: The Association shall adopt an insignia, emblem or logo to be used by members under guidelines for such use established by the Association.
Section 1.4 Non-Profit Status: The Association shall be a non-profit organization.
Section 1.5 Affiliations: The Association may affiliate with our or otherwise participate in the activities of other organizations where matters affecting the welfare of the messenger-courier industry may be concerned.
Section 1.6 Fiscal Year: The Association’s fiscal year shall begin on January 1 of each year and end on December 31 of that same year.
ARTICLE II - MEMBERSHIP
Section 2.1 Authority to Admit Members: The President shall have the authority to admit new members in any of the below categories. Such authority may be delegated to the Executive Director. All memberships shall be held in the company’s name
Section 2.2 Regular Members: Either a messenger-courier, motor carrier or a motor carrier broker are eligible to be a regular member. The Board of Directors may determine from time to time the manner accrediting representatives of a member firm.
Section 2.3 Affiliate Members: Shall be those businesses, other than motor carriers, who subscribe to and support the objectives and commitments of the Association and who provide a product or service to the industry. Affiliate members shall not be entitled to vote or hold elected office in the Association. The Association has the right to deny Affiliate membership to any individual or organization the board deems to be in direct competition with the MCAA and or any of its revenue generating activities, including, but not limited to, the magazine and annual conventions.”
Section 2.4 Shipper Members: Shall be those businesses, other than those in the above categories, who subscribe to and support the objectives and commitments of the Association who typically prepare goods for shipment or who own or control the goods being shipped. Shipper members shall not be entitled to vote or hold elected office in the Association.
Section 2.5 Honorary Memberships: May be conferred by unanimous vote by the Board of Directors upon individuals who have retired from the active involvement in the industry, or who have performed eminent service to the Association.
Section 2.6 Additional Classes: Additional classes of membership may from time to time be created or established, or the above classes may be changed or altered at any regular or special meeting of the Association’s Board of Directors.
Section 2.7 Prospective members: Prospective members shall sign and present a completed application for membership containing an agreement to abide by these bylaws and comply with all rules and regulations of the Association’s Code of Ethics. Such application shall be accompanied by whatever appropriate dues or fees shall then be in effect.
Section 2.8 Resignation: Suspension: Termination: Reinstatement:
(a) Resignation: Any member may voluntarily withdraw from membership at any time, subject only to payment of all current dues, upon written notification indicating such resignation.
(b) Suspension: Any member who has not paid their dues by June 1 of any given year will be automatically suspended and all benefits will immediately cease.
(c) Termination: A member may be expelled for any violation of these bylaws or any agreement, rule or practice properly adopted by the Association, including its Code of Ethics, or any conduct deemed prejudicial or detrimental to the interests of the Association. Written and detailed charges shall be furnished to any member being considered for termination not less than thirty (30) days prior to the meeting of the Board of Directors set for such purpose. Any member under charges herein shall be offered an opportunity to be heard at such meeting. The Board shall have the power to take any action it deems appropriate, except that a termination of a member requires a majority vote at a meeting at which at least two-thirds of the entire Board of Directors are present.
(d) Reinstatement: Any member who has voluntarily resigned, or who has been dropped from the membership rolls for any reason, may request reinstatement upon written notice to the Board of Directors subject to the provisions of Section 2.6 above and to the payment of any dues, charges or assessments then due and owing.
ARTICLE III - DUES AND ASSESSMENTS
Section 3.1 Dues: Annual dues for members shall be set by the Board of Directors.
Section 3.2 Special Assessments: Assessments for special purposes may be levied by the Board of Directors as, from time to time, may be necessary. Funds from such assessments may not be commingled with the general funds of the Association.
Section 3.3 Terms: All dues and assessments shall be payable in advance either on an annual, semi-annual, quarterly, or monthly basis, as determined by the Board of Directors.
Section 3.4 Termination: Failure to pay dues or assessments will result in suspension and/or termination in accordance with Section 2.8 (c) above.
Section 3.5 Good Standing: Any member who is current in their dues payments and has not been suspended for any other reason.
ARTICLE IV - OFFICERS, BOARD OF DIRECTORS, EXECUTIVE DIRECTOR
Section 4.1 Officers: Officers of this Association shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer. Each officer must be the designated representative from his or her company in the messenger-courier, air-courier or related transportation business, which business shall be good standing in this Association.
Section 4.2 Composition of Board of Directors: The affairs of this Association are vested in a Board of Directors which shall consist of the Immediate Past President and fourteen (14) Directors, unless the Board is expanded by a maximum of two (2) seats under provisions of Section 5.2.
Section 4.2.1 Director Eligibility to Serve: In order to serve as a Director an individual must:
(a) represent a Regular member company as defined in Section 2.2
(b) be current in their membership dues
(c) be a member in Good Standing
Section 4.3 Election of Directors:
Directors shall be elected, by ballot, at each annual meeting of the Association by majority vote of the members in good standing, entitled to vote and present, or represented by proxy, at the annual meeting. The results of the vote shall be announced at the annual meeting. Directors shall be elected for a term of two (2) years to succeed those Directors whose term expires. In the case of a tie a method of random chance will be used to determine the winner. Exceptions to this provision are contained in Section 5.11.
Section 4.4 Chief Electoral Officer: The Board of Directors shall annually appoint a member in good standing as Chief Electoral Officer to oversee the election of Board members. The Chief Electoral Officer shall establish such procedures as necessary for governing the election of the Board members.
Section 4.5 Electoral Examiners: The Chief Electoral Officer shall appoint at least 2 members in good standing to serve as Electoral Examiners.
Section 4.6 Notice of Director Nominations: Not less than 60 days prior to the annual meeting, the Executive Director shall notify all members in good standing that nominations for the election to the Board of Directors must be received by him or her not less than 45 days before the date of the annual meeting. Nomination forms shall accompany such notification.
Section 4.7 Announcement of Nominations: An announcement of those nominated for election to the Board shall be sent to each member in good standing not less than 21 days before the day of the annual meeting.
Section 4.8 Valid Nominations: A valid nomination for election to the Board shall:
(a) be in writing ,
(b) have the consent of the nominee,
(c) be lodged with the Executive Director not less than 45 days before the date of the annual meeting.
(d) be a member in Good Standing
(e) the nominee’s company must be current in their dues payment for the calendar year in which the election is being held by the nomination deadline
(f) have been received by the deadline indicated on the notice required under Section 4.6
Section 4.9 Tie Breaker: In case of a tie in the vote for the last vacancy or vacancies in an election of the Board of Directors, the tie shall be broken by a lot drawn privately by the Electoral Examiners.
Section 4.10 Executive Director: The Executive Director shall be hired by the Board of Directors to maintain a central office for the purpose of administering the day-to-day affair of the Association. The Executive Director shall be responsible to the Board of Directors in all of his or her duties, and shall carry out such duties at the direction of the Board. The salary or any method of payment to the Executive Director will be determined by the Association’s Board of Directors.
ARTICLE V - ELECTION AND DUTIES OF THE BOARD OF DIRECTORS
Section 5.1 Board Composition: The election of the Board of Directors shall be by the active membership of the Association, as herein provided, and shall consist of fourteen (14) members and the immediate past president, as set forth in Section 4.2 above. The members of the Board will nominate and elect from within their ranks, the officers enumerated in Section 4.1 above.
Section 5.11 Temporary Expansion of Board to Accommodate Merger or Acquisition: In instances of a merger or acquisition of another association or related group and upon a two-thirds (2/3) affirmative vote of the current Directors, the Board may create up to two (2) temporary Board seats. These seats shall be filled by nomination of the current President and confirmation by a majority vote of the existing Board. Seats created by this process will have a term not to exceed one year or until the next regularly scheduled Directors election, whichever occurs first. Directors appointed under provision 5.11 shall have all the rights and responsibilities of regularly elected Directors for the duration of their term and will be eligible to run for election as a Director at the next regular election after the expiration of their appointment.
Section 5.3 Duties: The duties of the Board of Directors shall be to manage the affairs of the Association so as to further and accomplish the goals and objectives of the Association. The Board shall have full administrative and policy authority in all Association matters, except as otherwise provided in these By-Laws. All actions of the Board may be subject to referendum vote by the Active membership of the Association, and such membership may rescind any act or acts of the Board, wherein the rights of third persons are not involved, upon a two-thirds (2/3) vote of the active membership who are entitled to vote, except that action with respect to the By-Laws of the Association may be rescinded upon a majority vote.
Section 5.4 Board Authority: The Board of Directors has the authority to enter into contracts on behalf of the Association, to solicit grants and funds, to authorize research, and to otherwise take such action deemed necessary to fulfill the goals and objectives of the Association.
Section 5.5 Schedule of Board Meetings: Regular Meetings of the Board of Directors shall be held immediately after its election by the active membership at the Annual Meeting of the Association, and at least three (3) other times during the year as determined by the Board of Directors or its Executive Committee.
Section 5.6 Special Meetings: Special Meetings of the Board of Directors may be called by the President or, at the written request of any four members of the Board, or a majority of the Executive Committee, upon the written notice to each member of Board.
Section 5.7 Quorum: A quorum for the transaction of business at any meeting of the Board of Directors shall be a simple majority of the Board. The President or Acting President shall act as Chairman of the Board of Directors.
Section 5.8 Board Compensation and Reimbursed Travel: With the exception of the Executive Director, the elected officers and Board members shall serve without compensation, and none shall accept remunerative employment by the Association. When a Director is not compensated by others for travel expenses to Association meetings, his or her expenses may be reimbursed by the Association with approval of the Board of Directors or the President.
Section 5.9 Board Meeting Attendance
If a Director has missed two consecutive Board meetings in one year, or three meetings in the course of his/her term, that Director will be ineligible for further nomination to the first election after their term unless expressly allowed by a 2/3 affirmative vote of the Board of Directors.
Section 5.10 Resignation
Resignation by a member of the Board, for any reason, may be submitted at any time to the President or Secretary of the Association. Vacancies created by such resignations shall be filled by majority vote of the Board of Directors. If the Board has not filled a vacancy(ies) by the time of the elections at the next regularly scheduled annual meeting, then that vacancy(ies) shall be filled by the winning candidate(s) receiving the least number of votes. Any Director[s] thus appointed or elected shall serve only the balance of the un-expired term.
Section 5.11 Indemnification
(a) Every person who is or has been an officer or director of this Association shall be indemnified and held harmless by the Association from and against all costs and expenses which may be imposed upon or reasonably incurred by him or her in conjunction with or arising out of any claim, action, suit or proceeding in which he or she may be involved by reason of being or having been an officer or director of this Association, whether or not he or she continues to be an officer or director at the time such costs and expenses are imposed or incurred, unless he or she is guilty of intentional misconduct or gross negligence.
(b) Cost and expenses shall include, but not be limited to, attorneys fees, amounts of judgments against, and amounts paid in settlement by or on behalf of any such officer or director.
(c) The foregoing rights of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled as matter of law.
Section 5.12 Liability: In any proceeding brought in the right of a corporation or brought by or on the behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed One Dollar ($1.00)
ARTICLE VI - DUTIES OF OFFICERS; REMOVAL; REPLACEMENTS
Section 6.1 President: The President shall, when present, preside at all meetings of the Association, including Board of Directors meetings, and have power to call special meetings of the Association or Board of Directors, as provided herein, for any purpose or purposes. A sitting President does not have to stand for re-election as a Director during his term in Office
Section 6.2 First Vice-President: The First Vice-President shall have such powers and perform such duties as shall be assigned to him or her by the Board of Directors, and in the absence of the President shall preside at meetings of the Association; and during the absence, unavailability or disability of the President, shall perform the duties of the President.
Section 6.3 Second Vice-President: The Second Vice-President shall assume the duties of the First Vice-President in the latter’s absence, unavailability or disability.
Section 6.4 Secretary: The Secretary shall give, or cause to be given, notice of all meetings of the Association and all other notices required by law or by these bylaws. In the event of the Secretary’s absence or inability to do so, such notice may be given by any person directed by the President, the Board of Directors, or members upon whose requisition the meeting is called as provided by these By-Laws, and record all of the proceedings of the meetings of the Association or Board of Directors, and perform such other duties as may be assigned to him or her by the Board of Directors or the President.
Section 6.5 Treasurer: The Treasurer shall have custody of all funds, securities, evidence of indebtedness, and other valuable documents of the Association; receive and give or cause to be given, receipts and acquittances or moneys paid in or account of the Association; pay out of the funds on hand all just debts of the Association of whatever nature upon maturity of the same unless otherwise directed by the Board of Directors or the President; enter or cause to be entered in the books of the Association full and accurate accounts of the Association; and whenever required by the Board of Directors or the President, render a statement of cash accounts; keep or cause to be kept such books and records as will show a record of expenses, losses, gains, assets and liabilities of the Association; present and make to the annual meeting of the Association and all Board of Directors meetings a report of the finances of the Association; and to perform all other duties incidental of the office of Treasurer.
Section 6.6 Succession: All officers herein shall exercise the duties of the offices for which they were elected until their successors have been duly elected and qualified.
Section 6.7 Vacancies: Officer vacancies for whatever reason shall be promptly filled for the balance of their term by a majority vote of the Board of Directors.
Section 6.8 Officer Length of Term: Officers will serve one-year terms, with a limit of two consecutive terms in any one office.
ARTICLE VII - GENERAL AND SPECIAL MEETINGS
Section 7.1 Annual Meeting: The Annual Meeting of the Association shall be at such time and place as determined by the Board of Directors.
Section 7.2 Meeting Notice: The Association shall give Members written notice of the date, time and place of each annual and special Members’ meeting. Such notice shall be given, either personally, by mail or electronic means, not less than ten (10) nor more than sixty (60) days before the date of the meeting, except that notice of a Members’ meeting to act on an amendment of the Articles of Incorporation, a plan or merger, a proposed sale of assets pursuant to VA. CODE ANN. 13.1-900 or the dissolution of the Association shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting. The Association shall hold a special meeting of Members on call of the President, the Board of Directors, or a majority of the Executive Committee. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.
Section 7.3 Special Meeting Quorum: A quorum for the transaction of business at any annual or special meeting of the Association shall be no less than 25 active members who shall be present in person or represented by proxy at such duly called meeting.
Section 7.4 Officeholder and Voting Qualifications: Active members shall be the only class of membership in the Association entitled to vote or hold elected office. Except pursuant to Section 2.5
Section 7.5 Voting: Each Voting member shall be entitled to cast one (1) vote upon each and every question properly coming before any business meeting of the Association. Except as otherwise specified, all matters will be decided by a majority vote of both those in attendance and those who have submitted proxy votes in advance.
Section 7.6 Affiliate and Shipper Members: Affiliate and Shipper members will not be permitted to vote nor hold office nor be a member of the Board of Directors, and their admission to membership shall be determined by the President. Such authority may be delegated to the Executive Director.
ARTICLE VIII - COMMITTEES AND PUBLICATIONS
Section 8.1 Committees: The Board of Directors is authorized to form and appoint standing and special committees as may be needed from time to time to fulfill the goals and objectives of the Association, and to disband any committee. The President shall be an ex-officio member of each committee and serve as liaison to the Board of Directors.
Section 8.2 Publications: To inform the industry and expand the literature in the field of transportation, the Association shall sponsor a magazine, journal, newsletter or other publications suitable to its mission. The Association may also utilize new technologies for collecting and disseminating information.
ARTICLE IX - EXECUTIVE COMMITTEE
Section 9.1 Executive Committee: The Executive Committee shall be composed of the officers enumerated in Section 4.1 above, plus the Immediate Past President. The Executive Director will serve Ex Officio and will have no vote. The Executive Committee shall have power to make policy decisions requiring action between meetings of the Board of Directors, and shall prepare and submit for Board approval all actions taken by it.
ARTICLE X - AFFILIATE CHAPTERS
Section 10.1 Organization of Chapters: The Association, through its Board of Directors, will have the power to promote the formulation of, and issue charters to, affiliated chapters or organizations when organized to serve membership in certain geographical area.
Section 10.2 Autonomy of Chapters: Affiliated chapters shall be autonomous in their financial and business operations, and may not incur liabilities or debts in the name of the Association without the prior written consent of the Board of Directors.
Section 10.3 Chapter Relations: The Board of Directors is also authorized to negotiate affiliated relations, joint memberships, or the joint sponsorship of international projects or events with professional organizations in other nations.
ARTICLE XI - ANNUAL AUDIT REVIEW
Section 11.1 Financial Review: At the conclusion of each fiscal year, the Board of Directors will cause a review of the Association’s books and financial records to be rendered by an independent certified public accountant and submitted to it for approval.
ARTICLE XII- BY-LAW AMENDMENTS
Section 12.1 Amendments: The Board of Directors may amend these By-Laws by a two-thirds vote of the directors present. Notice of such vote must be mailed to each director not less than twenty-one (21) calendar days prior to the meeting that such amendment is to be considered.
Section 12.2 Publication of Amendments: Any amendments so passed by the Board of Directors must then be published and distributed in to the Association’s membership.
ARTICLE XIII - DISSOLUTION OF THE ASSOCIATION
Section 13.1 Dissolution: A vote to dissolve the Association shall require an affirmative vote of more than two-thirds of the active members entitled to vote. In the event of dissolution of the Association, all assets remaining after payment of all debts of the Association shall be transferred by the Board of Directors to be State of Virginia or any instrumentality or subdivision thereof exclusively for public purposes, or to any not-for-profit Association, trust, foundation or other organization whose purposes are substantially the same as those of the Association and which, at the time of transfer, is exempt from Federal income taxation under Section 501©(6) of the Internal Revenue Code or the corresponding provisions of any subsequent Federal tax law.
Any such assets not so transferred by the Board of Directors shall be disposed of by the proper court of the County in which the principal office of the Association is located, exclusively for such tax-exempt purposes or to such tax-exempt organization as the court shall determine. No member, Director or Officer of Association, or any private individual, shall be entitled to share in the distribution of any assets of the Association on dissolution of the Association.
ARTICLE XIV - SEPARABILITY
Section 14.1 Separability: Should any portion of these By-Laws be declared invalid, for any reason, such action shall not render the remainder of these By-Laws invalid.