By-Laws of the Memphis World Trade Club
ARTICLE 1 NAME Section 1. The name of this association shall be the Memphis World Trade Club.
ARTICLE II OBJECT Section 1. The objectives of this association shall be to initiate, promote and implement a greater and wider participation in international trade by local business interests; to develop better technique in the handling of export and import operations; to obtain and diffuse a wider knowledge of all matters pertaining to international trade; to engender a spirit of helpful cooperation among its members toward greater efficiency; to provide a medium for the interchange of information and opinions; to render services and advice to initiatives in international trade; to foster and promote fellowship among those interested in these ends and to otherwise expend effort toward the stimulation and growth of international trade interests in Memphis.
ARTICLE III
MEMBERSHIP
Section 1. Any employee or officer of any business firm, association or corporation interested in the objectives of this Association and those engaged in transportation, banking or other services, foreign consuls, directors, officers and executives of U.S. Government Bureaus and civic organizations actively engaged in fostering world trade and those who otherwise display and special interest in and sympathy with the objectives and program of this Club shall be eligible for membership.
Section 2. All members shall be subject to the approval of the Board of Directors. Membership in the Club may be rescinded by voluntary resignation or by a majority vote of the members of the injurious to the interest of the Club. In the latter case, the Board of Directors shall afford the accused member ample opportunity for defense and regulation of charges.
Section 3. Added-The annual membership dues for full-time undergraduate and graduate students seeking membership in the MWTC will be waived. To remain active members, once student members graduate (or are no longer full-time students), they must apply for a standard membership.
ARTICLE IV
DUES OR SUBSCRIPTIONS
Section 1. All matters pertaining to dues or subscriptions shall be left to the discretion of the Board of Directors. Membership dues collected at time of enrollment will be considered paid for one year from date of enrollment. Renewal will be required to maintain membership for another year.
ARTICLE V
OFFICERS
Section l. Amended - The officers of the Memphis World Trade Club shall be a President, First Vice President, Second Vice President, Secretary and a Treasurer.
Section 2. Amended - The President, First V.P., 2nd V.P., Secretary and Treasurer shall be elected by the active membership at a meeting held every November, and shall hold office from January 1 following for one year, or until their successors are duly elected and qualified.
Section 3. The President shall preside at all meetings of the members, the Directors and the Executive Committee. He shall, preside at meetings of the members, submit a report containing an officio, a member of all committees. He shall perform such other duties as pertain to his office.
Section 4. Amended - In the absence of the President, the 1st V.P. shall perform the duties of the President. He shall also arrange the programs for each month’s event.
Section 4-A. Amended - In the absence of the President or 1st V.P., the 2nd V.P. shall perform the duties of the President. He shall also be in charge of membership and shall arrange to have the post office box checked regularly for mail.
Section 5. Amended - The Secretary is responsible for database and communications projects as determined by the board at the beginning of each calendar year. This will include, but is not limited to, updating and maintaining all social media accounts, and overseeing any website upgrades.”
Section 6. The Treasurer shall collect or be responsible for, care for and disburse any funds of the Club upon approval of the Board of Directors or the Executive Committee, and shall, when requested by the President, submit in writing, a statement of the organization’s financial condition. He/she shall perform such other duties as ordinarily pertain to said office.
Section 7. Any vacancy among the officers shall be filled by action of the Board of Directors.
ARTICLE VI
BOARD OF DIRECTORS
Section l. Amended - The Board of Directors shall consist of the elected officers of the Club, the immediate Past President, and five Directors to be elected at the annual meeting.
Section 2. The Board of Directors shall control the affairs of the Club and direct its policies. The Directors may adopt rules and regulations for the management and proper business conduct of the organization.
Section 3. Any vacancy on the Directorate shall be filled by action of the Board of Directors.
ARTICLE VII
COMMITTEES
Section l. The President shall, with the approval of the Directors or Executive Committee, appoint such standing or special committees as may be necessary. Standing committees may be designated by resolution of the Board of Directors and shall serve until their successors are appointed.
Section 2. Amended - There shall be an Executive Committee composed of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and the immediate Past President. This committee shall direct the affairs and polices of the organization in the interim between meetings of the Directors or in the absence of a quorum thereof. It shall submit at the next meeting of the Directors a report of its acts or minutes of its proceedings for approval or confirmation. A majority thereof shall constitute a quorum.
Section 3. Except when specified, duties of special and standing committees shall be indicated by their respective names and shall be such as usually belong to similar committees.
Section 4. Except for the Executive Committee, no committee shall commit itself on matters involving any appropriation of funds or affecting the policies of the Club unless approved by the Executive Committee or the Directors. The Committee shall refer their findings and recommendations to the Executive Committee or the Directors for final action and directions.
Section 5. Committees may be dissolved by action of the President subject to the approval of the Board of Directors.
ARTICLE VIII
MEETINGS
Section l. Amended - There shall be an annual meeting of the membership during the January meeting of each year in Memphis.
Section 2. Amended - Regular meetings of the membership shall be held on the third Tuesday of each month unless changed by the Board of Directors.
Section 3. Special meetings of the membership may be called by the President, when in his judgement, the situation warrants. Such meetings shall be confined to the purpose thereof and no other business shall be transacted without the consent of two-thirds of the active members present.
Section 4. Amended - Twenty-five (25) of the members shall constitute a quorum at any meeting of the membership.
Section 5. The order of business at the regular membership meetings or regular board of directors meetings shall be as follows:
(1) Call to order
(2) Reading of minutes
(3) Communications
(4) Presentation of reports
(5) Unfinished business
(6) New business
(7) Adjournment
Section 6. Amended - Regular meetings of the Board of Directors shall be held at least quarterly and/or at such times as they may determine.
Section 7. Special meetings of the Board may be called by the President or upon the written request of three Board Directors or fifteen members.
Section 8. Amended - A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 9. Regular meetings of committees shall be held at such time as they may determine and special meetings held at the insistence or request of the Committee Chairman or the President.
Section 10. Amended - One-third of its membership shall constitute a quorum at any standing or special meeting.
ARTICLE IX
ELECTIONS
Section l. Election of Directors and Officers shall be held on a day within the third week of November of each year. Election shall be by ballot.
Section 2. Amended - Should a tie vote occur, an election committee, appointed for this purpose by the President, shall cast secret ballots to determine the winner.
Section 3. Added - The 1st Vice President shall, at his discretion, succeed to the office of the President.
Section 4. Added - The 2nd Vice President shall, at his discretion, succeed to the office of the 1st Vice President.
Section 5. Added-Any candidate for an officer position must have served at least one year on the Board of Directors prior to the assumption of duty as an officer. The Board may waive this requirement, by majority vote, should there be no officer candidates with prior Board experience.
Section 6. Added-No Board member may serve longer than four consecutive years on the Board of Directors. The Board may waive this requirement, by majority vote, should there be less than five candidates running for director positions.
ARTICLE X
REFERENDA
Section 1. The Board of Directors may submit to the membership such matters of unusual importance and general interest. Each vote on such referenda shall be filed and retained as a matter of record.
ARTICLE XI
CONTRIBUTIONS
Section 1. The ordinary revenues as determined by the Board of Directors may be augmented by bequest or contribution with approval by the Directors.
Section 2. No Committee of the organization shall solicit any contribution of the general public without the approval of the Directors.
ARTICLE XII
DISBURSEMENTS
Section l. No disbursement of funds can be made unless the same shall have been approved and ordered by the Executive Committee or the Board of Directors.
Section 2. Amended - Checks shall be signed by the Treasurer, or the President, or in his absence, the 1st Vice President, or an appointed and approved representative.
ARTICLE XIII
FISCAL YEAR
Section l. The fiscal year shall be in accordance with the calendar year.
ARTICLE XIV
AUDIT OF ACCOUNT
Section l. The Directors shall appoint an auditing committee and/or an auditing firm annually to examine the books and accounts of the Club at the conclusion of each fiscal year and at such other times as the Directors may determine.
ARTICLE XV
PARLIAMENTARY RULES
Section l. Proceedings of any meetings shall be governed by and conducted according to “Roberts Rules of Order”.
ARTICLE XVI
WHEN EFFECTIVE
Section l. These by-laws shall be effective upon adoption.
ARTICLE XVII
AMENDMENTS
Section l. Amended - These by-laws may be amended by an affirmative vote of a majority of the members of the Board of Directors present at any meeting of which due notice of such contemplated action is given, and shall be finally approved by a majority vote of the active members at a membership meeting (of which similar due notice has been provided) or by mailed ballot.
ARTICLES OF ASSOCIATION OF MEMPHIS WORLD TRADE CLUB
ARTICLE l. The name of the Association is Memphis World Trade Club.
ARTICLE 2. Principal Office. The Principal office of the Association shall be located in Memphis, Tennessee.
ARTICLE 3. Purposes. The purposes of the Association, a not-for-profit business league, are to initiate, promote and implement a greater and wider participation in international trade by local business interests; to obtain and diffuse a wider knowledge of all matters pertaining to international trade; to provide a medium for the interchange of information and opinions; to render service and advice to initiates in international trade and to stimulate the growth of international trade in Memphis.
ARTICLE 4. Powers. The Association shall have the power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of Section 501 (c) (6) of the Internal Revenue Code.
ARTICLE 5. Service of Notice. The mailing address to which the Secretary of State shall mail any notice required by law shall be 1779 Kirby Parkway #1-596, Memphis, Tennessee 38138-0631.
ARTICLE 6. Amendments. All provisions of these Articles of Association shall be subject to amendment, consistent with the provisions of Section 501 (c) (6) of the Internal Revenue Code of 1954, by the affirmative vote of all the members entitled to vote in respect thereof, given at the annual meeting or at any special meeting, provided that notice of the proposed amendment is included in the notice of such meeting.
ARTICLE 7. Dissolution. Upon the dissolution of the Association, any assets remaining thereafter shall be conveyed to such organization or organizations as shall be selected by the affirmative vote of Two/Thirds of the members entitled to vote in respect thereof, provided, however, that such organization or organizations shall be exempt under Section 501 (c) (6) of the Internal Revenue Code.
MEMPHIS WORLD TRADE CLUB RESOLUTION PASSED BY BOARD OF DIRECTORS
SPECIAL MEETING DECEMBER 30, 1975
“Be it resolved, that no announcements of a competitive nature shall be communicated by the Memphis World Trade Club relevant to services and/or products of a company, bank or other organization, represented by a member or members of the Club, unless prior approval of same be sanctioned by the Board of Directors.”
Adopted: December 16, 1947
Article III amended October 19, 1949
Articles V, VI, VII amended February 19, 1952
Articles V, VII, XII amended November 18, 1975
Articles V, VI, VII, VIII, IX amended September 20, 1977
Article IV amended May 5, 1993
Article XVII amended May 8, 2001
END
Definitions:
Any ex officio membership (for example, of committees, or of the board) will be as defined by the non-profit association's bylaws or other documents of authority. For example, the bylaws quite often provide that the organization's president will be ex officio a member of all committees, except the nominating committee.
Roberts Rules of Order
Provides common rules and procedures for deliberation and debate in order to place the whole membership on the same footing and speaking the same language. The conduct of ALL business is controlled by the general will of the whole membership - the right of the deliberate majority to decide. Complementary is the right of at least a strong minority to require the majority to be deliberate - to act according to its considered judgment AFTER a full and fair "working through" of the issues involved. Robert's Rules provides for constructive and democratic meetings, to help, not hinder, the business of the assembly. Under no circumstances should "undue strictness" be allowed to intimidate members or limit full participation.