Bylaws

The BY-LAWS of the FOREIGN COMMERCE CLUB OF NEW YORK, INC.

MEETINGS AND EVENTS

The Foreign Commerce Club of New York, Inc., formed in 1914, was duly incorporated

July 2, 1915, under the Membership Corporation Law of the State of New York. Its

Corporate objects as set forth in the Certificate of Incorporation are:

“To voluntarily bring about a better acquaintance and fellowship among those directly or

indirectly interested in foreign commerce and to afford its members the advantages of

lectures on transportation and enhancement of foreign commerce in all its phases”.

Its By-Laws, as duly amended and revised to date, follow:

ARTICLE I

Membership

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. Should a member leave the employ of a company that states they paid the

yearly dues on behalf of the employee, the Board of Governors can review the situation

for special consideration.

Section 2. Any person twenty one years of age or over and interested in foreign

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 it’s

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-mail to the member at his last recorded e-mail

address, at least ten days before final action is taken thereon: this statement shall be

accompanied by a notice of the time when the Board of Governors is to take action,

provided that the said member shall have been given an opportunity to present a defense

in writing prior to the time mentioned to such notice.

Any Officer or Board of Governor that exhibits unprofessional and unethical conduct at

any meeting or function of the Club will be subject to immediate dismissal from their

appointed position on the Board, provided a majority of the officers and Governors are in

agreement that said conduct is unacceptable and a detriment to the reputation or operation

of the Club. The notice of dismissal shall be sent by the President via e-mail at the

earliest opportunity and this decision, once rendered, is final and will not be subject to

appeal.

Change of occupation shall not suspend or deprive a member of his membership.

ARTICLE II

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 $225.00 (beginning

2015). 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 $225.00 (beginning 2015) per annum for members payable annually in advance. From

January 1 through June 30th.

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.

ARTICLE III

Meetings

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 Board of Governors at the end of the calendar year.

Notice of such meeting, issued by the Secretary, shall be e-mailed to the last recorded email

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,

educational programs 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. 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.

ARTICLE IV

Directors

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, and 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. No officer /member/ agent or employee of the Club shall be liable for acts of

failure on the part of any other officer/member/agent or employee for acting under these

BY-Laws.

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

carryon correspondence and to communicate with other Associations interested in

foreign 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 lesser 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.

ARTICLE V

Officers

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 a/Officers. The duties and powers of the Officers of the Club shall be

as follows:

President. 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.

Secretary. 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.

Treasurer. The Treasurer shall collect all fees, annual dues, and assessments, keep an

account of all monies received and expends 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 President 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, monies 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. Vacancies. How filled. 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 5. Compensation of Officers. The Secretary, Treasurer, Journal Chairman, and

President shall receive such salary or compensation as may be determined by the Board

of Governors.

ARTICLE VI

Committees

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 than 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, bye-mail, to all members at least seven

days prior to the annual meeting/Dinner. 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. Committees shall be open to members and not restricted to Board of

Governors.

In addition to the event committees, a Membership Committee consisting of a

Chairperson, Co- Chairperson and as many members as considered advisable shall be set

up for the purpose of promoting the Club and increasing membership and support

throughout the calendar year.

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

ARTICLE VII.

Amendments

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. Revised June 1, 1987. Revised June, 1993. Revised March 2005. Revised March

2014

Section 2. The Club shall arrange and absorb the cost for storage of historical records.

These files should contain annual records/Journals/pictures and any related information

for the purpose of future reference by all Officers/ Governors or members of the Club

UPDATED: April 2014

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