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BYLAWS OF THE INTERNATIONAL CARGO SECURITY COUNCIL 
 
ARTICLE I - Name and Location
The name of this organization shall be the International Cargo Security Council (hereinafter the Council), incorporated under the District of Columbia Non-Profit Corporation Act on February 16, 1983. 

The Council shall make its headquarters in the metropolitan Washington, D.C. area at a location to be specified from time to time by the Board of Directors. The Board shall have the right to establish branch offices in other locations as it may deem necessary.

ARTICLE II - Purposes
The purposes of this non-profit corporation shall be (1) to provide professional development, education, training, and networking opportunities for those with a stake in the security of the supply chain; (2) to enhance the integrity and efficiency of the supply chain through the development and dissemination of security best practices; (3) to facilitate collaboration among industry stakeholders, government, law enforcement, and academia in the protection of global trade; and (4) to serve as a resource for the collection and distribution of information relating to trends, vulnerabilities, technologies, and innovative methods that affect the integrity of the supply chain.

ARTICLE III - Membership, Dues & Assessments
Section 1. The Council shall have nine categories of membership:
        a. Corporate: Corporate Membership shall be comprised of two categories of companies. 

Category I shall include shippers and manufacturers, carriers, freight forwarders, warehousers, receivers, and others directly responsible for the flow of goods in the transportation industry.

Category II shall include suppliers, salespersons, consultants, legal services, insurers, loss surveyors, private security services, equipment and technology providers, and others responsible for supporting the secure flow of the goods in the transportation industry. 

Each Corporate Member in each category shall be entitled to unlimited memberships including unlimited membership rate discounts and other member benefits, provided that each representative of the Corporate Member shall register with the Council and provide full contact information to the Council.

The Board of Directors shall be authorized to provide additional benefits for either category from time to time.

Where a company or organization has two or more representative members, only one shall be designated as the voting representative for that company. All representative members from a company shall have full voice in all Council meetings.

        b. Individual: Individual Membership shall be comprised of one or more members from a company or organization that does not hold Corporate membership or individual persons not affiliated with a company or organization and other persons not fitting these categories but who may be approved for Individual Membership by the Board of Directors. Individual Members shall have voice and the right to participate in Council activities, including full committee membership and the right to vote at Council membership meetings.

         c. Affiliate: Affiliate Membership shall be comprised of representatives of all categories of federal, state, and local government entities, representatives of written and broadcast media, and representatives of academia. Affiliate members shall have voice and the right to participate in Council activities, but no vote. The board of directors shall have the right to designate certain meetings as being closed to the press. 

A representative of a government agency that is involved in the actual shipping or movement of cargo may apply for Individual Membership in the Council and shall be entitled to all privileges of Individual Membership including the right to vote.

Affiliate - Unit: The Board of Directors shall be authorized to create a special dues rate for eight or more Affiliate Members who are representatives of the same unit, organization, or academic organization.

        d. Lifetime: A Corporate or Individual Member may apply for Lifetime Membership by paying a sum equal to ten times the annual dues for his category of membership. A Lifetime Member shall have all the privileges accorded to his normal class of membership throughout these bylaws; and the Lifetime Membership of any person shall continue unabated throughout his life and shall terminate only upon the dissolution of the corporation or the death of the Individual Member. Lifetime Membership is not transferable. Dues from Lifetime Members shall be deposited in an interest-bearing account approved by the Board of Directors and the interest derived therefrom shall be paid to the Council to offset the annual dues not received as a result of the Lifetime Membership.

        e. Student: The Board of Directors may create a category of Student Membership to be conferred on students in colleges and universities and other institutes of learning who are majoring in the field of transportation.

         f. Retired: Retired Membership may be granted by the Board of Directors to any person who has held Individual or Affiliate Membership or has been a representative of a Corporate Member and who has fully retired from active business in the transportation industry. Dues for Retired Members shall be set by the Board of Directors, but in no instance shall such dues be more than 50% of the dues that the entity had previously been paying.

         g. Sustaining: Any member may voluntarily elect to pay Sustaining dues over and above the dues he is required to pay in the category of membership held. The Board of Directors is empowered to create additional benefits and/or recognition for Sustaining Members. The amount of Sustaining dues paid by any member shall be confidential and known only by the Treasurer and chief staff officer.

         h. Honorary: The Board of Directors, by a two-thirds affirmative vote, may bestow Honorary Membership on persons or organizations who have retired from the transportation community or upon persons or organizations, which, in the opinion of the Board have provided exemplary service to the Council. Honorary Members may attend meetings of the Council; however, Honorary Members shall not have the right to voice at Council meetings unless such right is approved by a majority vote of those attending the meeting in question. Honorary Members shall have no vote.

Section 2. Approval of Membership Applications
The Executive Committee shall have the right to require that applications for membership be submitted to the Executive Committee or to some other body appointed by the Executive Committee for review and approval and, in such instances, shall not take effect until approved by the Executive Committee or a body designated by the Executive Committee to make such review.

Section 3. Inurnment, Dues and Assessments
a. All activities of the Council shall be conducted for the benefit of all members as a whole and shall not inure to the benefit of any particular member.

b. Dues for Corporate, Individual, Affiliate, Lifetime, Student and Retired Members shall be set by a two-thirds affirmative vote of the Board of Directors, provided that any proposed change in the dues structure shall be submitted by mail to the members of the Board of Directors at least thirty days prior to the meeting at which the dues rates are to be voted on. At that meeting, the Board shall have the right, by a two-thirds affirmative vote, to change the rates submitted by mail.

c. There shall be no dues required for Honorary Members.

d. Non-payment of dues. Membership shall be terminated for any member in arrears for more than three months. Such member shall not be reinstated without payment in full for the year in which he was terminated.

ARTICLE IV - Governance
Section 1. The governing body of the Council shall be the voting members at the Annual Meeting. The Annual Meeting shall have final voice in all procedures and actions of the Council.

Section 2. The governing body of the Council between Annual Meetings shall be the Board of Directors. Between meetings of the Board of Directors, the Executive Committee shall serve in lieu of the Board of Directors, provided, however, that all actions of the Executive Committee shall be submitted to the next meeting of the Board of Directors for consideration and action.

Section 3.
a. Effective January 1, 2005, the Board of Directors shall be comprised of the elected officers of the Council in addition to no more than 15 individuals chosen from the Corporate, Individual and Affiliate membership.

b. Eligibility. No person shall be elected or appointed to the Board of Directors or to any office who is not a representative from a Corporate Member, or an Individual or Affiliate Member in good standing. No more than 2 Affiliate Members shall serve on the Board simultaneously. No member of the Board of Directors shall have the right to designate someone other than himself to attend meetings of the Board. No member shall be eligible for election to the Board of Directors who has not been a Member in good standing for a minimum of one year prior to the start of the term of office to which he has been elected.

There shall be no personal family relationship by any member of the Board of Directors with any vendor or service provider while such member serves on the Executive Committee or Board of Directors.

c. Voting. The right to vote on the Board of Directors shall be granted to each member of the Board not withstanding his right to vote at the Annual Meeting of the Council. 

d. Attendance. Meetings of the Board of Directors shall be open only to the elected Members of the Board of Directors, and to others on whom attendance is conferred in these Bylaws. The Chairman and/or the Executive Committee shall have the right to invite guests to attend for purposes to be announced to the Board of Directors.

The Board of Directors shall have the right, by majority vote, to terminate the membership on the Board of any member of the Board of Directors who is absent from two consecutive regular meetings without providing to the Chairman in writing a reason for such absence.

Section 4. The members of the Board of Directors elected by the Annual Meeting shall be divided into three classes, so staggered in term that one class shall serve one year; one class, two years; and the last class, three years. As the one-year and two year terms end, members to succeed the persons holding those positions shall be elected for full three-year terms. All members of the Board elected thereafter by the Annual Meeting shall be elected for three-year terms. No member of the Board elected by the Annual Meeting shall serve more than seven years.

Section 5. The Chairman of the Board of Directors shall be the Chairman of the Council. All officers of the Council shall hold the same office on the Board of Directors.

Section 6. Executive Committee. The Executive Committee shall be comprised of the following officers of the Council, namely the Chairman, Immediate Past Chairman, Vice Chairman, Secretary, and Treasurer, and two members elected by and from the Board of Directors to serve as members at-large of the Executive Committee, one of whom shall be a Category I member and the other a Category II member.

The Chairman shall chair all meetings of the Executive Committee. If the Immediate Past Chairman is unable or unwilling to serve, then the Chairman immediately prior to the Immediate Past Chairman shall serve in that position.

ARTICLE V - Officers
Section 1. Officers. The officers of the Council shall be the Chairman, Immediate Past Chairman, Vice Chairman, Secretary, and Treasurer. If the Immediate Past Chairman is unable or unwilling to serve, then the Past Chairman immediately prior to the Immediate Past Chairman shall hold that position. The nomination and succession of officers shall be established by policy of the Board of Directors. Officers shall assume office on the first day of the calendar year following the Annual Meeting at which they were elected.

Section 2. Terms of Office. Each officer shall serve for a term of one year. Officers shall assume office on the first day of the calendar year following the Annual Meeting at which they were elected.

Section 3.1. Duties of Officers
a. Chairman. The Chairman shall have the responsibilities of chief executive officer and general supervision over the activities of the Council, subject to policies approved by the Board of Directors. He shall be assigned other duties as are found in the latest edition of Robert’s Rules of Order.

b. Vice Chairman. The Vice Chairman shall be assigned such duties as are found in the latest edition of 
Robert’s Rules of Order. He shall generally assist the Chairman in his duties and, in the event the Chairman is incapable of assuming or carrying out his duties, the Vice Chairman, with the approval of the Board of Directors, shall assume the duties of the Chairman until such time as the term expires, or an Annual Meeting is held, or the Chairman reassumes his duties, whichever may come first.

c. Secretary and Treasurer. The Secretary and the Treasurer shall assume and perform those duties set forth for their respective offices in the latest edition of Robert’s Rules of Order, provided, however, that if the Council has retained a chief staff officer, the duties of the Secretary and the Treasurer may be assigned to the chief staff officer, acting within the established policies of the Council.

Section 3.2. Ranking of Officers. Officers shall rank in the following order, and in the event the Vice Chairman is unable or unwilling to assume the duties of the Chairman as set forth above, this duty shall become that of another officer according to this ranking, with each officer moving forward accordingly. The lowest ranking officer position would then be filled by appointment by the Chairman in accordance with these bylaws.
     Chairman
     Vice Chairman
     Secretary
     Treasurer

ARTICLE VI - Committees
Section 1. 
a. The Chairman, at his discretion, may appoint such committees as he may deem necessary to carry out the business of the Council in addition to those established herein.

b. Eligibility. Committee membership on all committees shall be limited to Members in good standing. However, in order to obtain needed information, data, statistics, etc., the Committee chairman, or the majority of members of the Committee, may invite non-member experts to attend and participate in its meeting(s).

c. Voting. Each member of a Committee shall have full voice and vote on the Committee of which he is a member not withstanding his right to vote at the Annual Meeting of the Council. No person may vote at a Committee except bona fide members thereof.

Section 2. Administrative Committees
a. Administrative Committees of the Council shall consist of the following:
1. Nominating Committee
2. Resolutions Committee
3. Bylaws Committee
4. Finance Committee

b. Duties and Composition of Administrative Committees

1.) Nominating Committee. The Chairman, with the approval of the Executive Committee, shall appoint a Nominating Committee comprised of 3 to 5 persons, none of whom shall be an Officer of the Council. The Chairman of the Nominating Committee shall be a Past Chairman if a Past Chairman is available to serve in this capacity.

It shall be the duty of the Nominating Committee to meet prior to the Annual Meeting and nominate a candidate for each office and for each position on the Board of Directors, which is to be elected by the Annual Meeting. The Board of Directors shall establish nominating procedures, including rules of succession, for officer positions. The Board may also develop criteria for nominations for all Board positions. 

After the Nominating Committee has prepared a slate of candidates, this slate shall be presented to the Annual Meeting and if no competing candidates are offered at the Annual Meeting, the slate of the Nominating Committee shall be declared to be elected.

In order for a Member to present a competing candidate for any position or positions on the slate of the Nominating Committee, it shall be necessary that (a) the competing candidate or candidates have given their authority in writing to be nominated and (b) at least five voting Members present and voting (proxies not being allowed in this case) shall endorse the nomination of each competing candidate.

If a competing candidate or candidates is/are nominated, a secret ballot shall be taken for that position or positions and a majority of the voting Members voting in person or by proxy shall be required to elect.

2.) Resolutions Committee. The Chairman may, at his discretion, appoint a committee of 3 to 7 members as a Resolutions Committee. If appointed, this Committee shall receive any proposed resolutions to be considered by the Annual Meeting and shall review each resolution with the power to combine similar resolutions and shall submit each resolution to the Annual Meeting with a recommendation for or against approval.

3.) Bylaws Committee. The Chairman shall appoint a Bylaws Committee of 3 members, at least two of whom are members of the Board of Directors, to oversee the operation of these Bylaws and to review and edit for clarity purposes only, any proposed amendments to these Bylaws before such proposed amendments are submitted for consideration.

4.) Finance Committee. The Finance Committee shall study, review, develop, and submit to the Board of Directors through the Chairman such financial plans and recommendations as will permit the Council to achieve its aims and purposes in a prudent, realistic, and effective manner. An annual audit of the Council’s finances shall be carried out by the Finance Committee (provided, however, that the Board of Directors shall be empowered to retain a professional auditor should it consider such to be necessary). The Finance Committee shall also be responsible to draft a proposed Annual Budget and submit same to the Board of Directors for mark-up and approval. The Treasurer shall be advised of all meetings of the Finance Committee and may, at his discretion, attend meetings of this Committee.

Section 3. Special Committees
a. The chairman shall appoint the following committees to aid in carrying out the purposes of the Council.

1.) Technology Committee. The Technology Committee shall investigate, research and publicize various technologies which are available or which may be under consideration by individuals, companies, or agencies which the Committee considers to be advancements in the fight against cargo crime; and may recommend to the Board of Directors seeking funding from various sources for any unfunded technologies that it considers deserve the support of the Council.

2.) Education Committee. The Education Committee shall disseminate data, material and information relating to cargo crime, to include arrangements and conduct or co-conduct seminars and workshops as are in the best interests of the Council’s efforts. This committee may establish and maintain a speakers’ bureau of Council members and other transportation industry user, investor, and carrier representatives for assignment consistent with the aims and purposes of the Council.

3.) Continuing Study Forum. The Continuing Study Forum (CSF) shall serve as a body independent of the Board of Directors, provided, however, that no actions or recommendations of the CSF shall become effective without approval of the Board of Directors. No member of the CSF shall serve simultaneously on the Board of Directors, provided, however, that the Chairman of the Council shall have the right to attend and participate in meetings of the CSF with voice but no vote.

The CSF shall be comprised of no less than 5 nor more than 11 members and, provided that a majority of its members shall be members of the National Cargo Security Council, the Chairman shall have the right to appoint persons not members of the National Cargo Security Council to serve on the CSF. The chief staff officer of the National Cargo Security Council shall serve as secretary of the CSF and shall attend all of its meetings, provided that he/she shall have the right to appoint another person to serve as secretary should this become necessary.

Members of the CSF shall be appointed to 3-year terms, staggered so that the terms of approximately one third of its members shall expire on the same date.

The CSF shall, if possible, hold at least two meetings annually, and shall be charged with exploring and considering an unlimited agenda of topics for the benefit of the National Cargo Security Council and the cargo security industry. 

The CSF is not restricted in the areas in which it may make recommendations; however, no recommendation or advice from or by the CSF shall become effective without approval by the Board of Directors.

ARTICLE VII – Staff
Section 1. Chief Staff Officer. The Chairman, with the approval of the Board of Directors, shall have the authority to hire a chief staff officer whose title shall be Executive Director or some other title assigned to him by the Board of Directors. For the purposes of these Bylaws, the title Executive Director is used for reference. The term of office and conditions of employment shall be specified by the Board of Directors. The Executive Director shall have voice but no vote at all meetings of the Council, including the meetings of the Board of Directors and Executive Committee and all Committees of the Council; provided, however, that the Board of Directors and/or Executive Committee may, by a majority vote, agree to executive sessions that will not be attended by any staff.

The Executive Director shall carry out such duties as are assigned to him by the Board of Directors and by the Chairman. He shall also assume the duties of the Secretary and Treasurer if assigned to him by the Board of Directors. The Executive Director may be relieved of his position without cause by a majority vote of the Board of Directors.

The Executive Director, acting within the approved budget of the Council, may employ such other staff as may be necessary to conduct the affairs of the Council. Such staff assistants and other employees shall be under the direction of the Executive Director, and no officer or member shall have direct authority over such staff assistants; and these staff assistants shall have no authority to act for or on behalf of the Council, its members or officers unless such authority is expressly granted to them by the Annual Meeting, or the Board of Directors, or the Executive Committee.

Section 2. General Counsel. The Board of Directors, at the recommendation of the Chairman or of the Executive Committee, may retain a legal counsel for the Council whose title shall be General Counsel. The General Counsel shall answer to the Executive Committee and not to other staff; provided, however, that the executive director shall have authority to give non-binding directions to the general counsel. His term of office and duties shall be set by the Board of Directors. The Board of Directors shall have the right to terminate his employment upon the recommendation of the Chairman and/or the Executive Committee.

ARTICLE VIII - Meetings
Section 1. Annual Meeting. The general membership shall have an Annual Meeting in the month of November each year at a time and place to be designated by the Chairman. Written notice shall be provided to each member by the Secretary no later than three weeks prior to such meeting. Proxy voting shall be permitted provided proxies are presented in writing or by electronic mail and signed by the persons issuing the proxies.

A Special Membership Meeting may be called at the discretion of the majority of the Members of the Board of Directors if so recommended by the Chairman; or without such recommendation, by a two-thirds affirmative vote of the Board of Directors. Written notice shall be provided to each member by the Secretary no later than four weeks prior to any Special Membership Meeting.

Section 2. Quorum. A quorum shall consist of 5 percent of the voting Members in person or by proxy.

Section 3. Conduct of Annual Meeting and Rules of Order. The Chairman, or an officer designated by him, shall preside at all sessions of the Annual Meeting. To the extent they are not inconsistent with these bylaws, the rules contained in the latest edition of Robert’s Rules of Order shall govern the conduct of the Annual Meeting.

Section 4. Board of Directors. The Board of Directors shall meet at least two times each year, at a time and place designated by the Chairman, and one meeting shall be held immediately prior to or during the course of the Annual Meeting. Proxy voting shall be permitted provided proxies are presented in writing or by electronic mail and signed by the persons issuing the proxies. A quorum of the Board of Directors shall consist of a majority of the total members of the Board plus one, in person or by proxy. The Chairman shall preside at meetings of the Board of Directors.

Special Meetings of the Board of Directors may be called by the Chairman or by a majority of the Executive Committee or in writing by five members of the Board of Directors.
Notices. All members of the Board of Directors shall be given notice in writing of each meeting, both regular and special, no later than two weeks prior to the meeting.

Telephonic and Mail Meetings. Under extraordinary circumstances, the Chairman may conduct the business of the Board by conference telephone call or by written ballot. Actions taken at such meetings shall be confirmed by the Board of Directors at its next regular meeting.

In addition, a chapter may, if it so chooses, designate its chief staff officer or its chief elected officer to attend Council Board meetings in a non-voting capacity.

ARTICLE IX – Chapters
Section 1. The Board of Directors is empowered to create or recognize international, regional, state, or city organizations and to grant, suspend, or revoke charters to such organizations as chapters of the Council, provided such organizations meet the criteria for chapters which shall be established from time to time by the Board of Directors. The territory claimed by a chapter shall be researched by the Council and final territorial boundaries shall be approved by the Board of Directors of the Council.

Section 2. Affiliation Requirements. In addition to the criteria established by the Board of Directors as set forth in Section 1 above, a recognized chapter shall have its own Bylaws, rules and policies which are not inconsistent with the Bylaws, rules and policies of this Council, and which must be approved by the Board of Directors of the Council. 100 per cent of the members of a Chapter shall be members of the Council. In recognition of and in support of the existence of a chartered chapter, the Council will not receive members in any category from the territory claimed by the Chapter and approved by the Council, but shall refer such members to the Chapter for membership therein.

Section 3. Collection of Dues. Dues for each member in all membership categories shall be submitted to the Council annually by the Secretary of the chapter no later than the first day of the Council’s fiscal year. Any chapter that fails to remit is dues within 30 days of the first day of the fiscal year of the Council shall automatically have its charter revoked.

Section 4. Each chapter shall be entitled to appoint one representative to serve as a voting member of the Council’s Board of Directors. These chapter representatives shall not be included in the stated limit to the number of members of the Board.

In addition, a chapter may, if it so chooses, designate its chief staff officer or its chief elected officer to attend Council Board meetings in a non-voting capacity.

ARTICLE X - Assets and Finances
Section 1. Sources of Funding. Council receipts shall be derived from such sources as may be approved by the Board of Directors.

Section 2. Dues. The Board of Directors shall establish dues for all categories of membership and any change in dues shall be communicated to the membership no less than three months before the change becomes effective.

Section 3. Use of Funds. Council funds may be used for any purpose approved by the Annual Meeting or by the Board of Directors or by the Executive Committee, provided such use is in conformity with the Council’s position as a 501(c)(6) entity under the Internal Revenue Code.

Section 4. Audits. There shall be an annual audit of all Council activities. This audit shall be carried out by the Financial Committee. The Board of Directors shall be empowered to retain a professional auditor should it consider such to be necessary; provided, however, that there shall be at least one professional audit every third year.

Section 5. Bonding. The Board of Directors may authorize bonding insurance of an appropriate amount for those Council officers, including the Chairman, Treasurer, and Executive Director, having obligation, disbursement, and signature authority.

Section 6. Indemnification. The Council may, insofar as permitted by law, indemnify and hold harmless all Directors and other persons now or hereafter serving the Council in official capacity, whether or not in office, from and against any and all claims, liabilities, penalties, forfeitures and fines, as well as for all legal and other expense reasonably incurred, to which he/she may become subject by reason of any such person’s having acted on behalf of the Council. The foregoing right of indemnification shall not be exclusive of any other right to which any such person may now or hereafter is entitled as a matter of law.

Section 7. Assets. No member may acquire an interest of any kind in the funds or property of the Council, real, personal, or mixed, except the right to take part in the use and disposition of such property under the Articles of Incorporation and these Bylaws.

Section 8. Fiscal Year. The Fiscal Year of the Council shall be established by the Board of Directors.

ARTICLE XI - Code of Professional Responsibility
The Board of Directors shall adopt a Code of Professional Responsibility applicable to the conduct of all persons serving as Members of the Board of Directors, the Boards of Directors of state and regional chapters, or as Officers and as Committee Members of the Council insofar as their actions are representative of the Council.

ARTICLE XII - Amendments to the Bylaws
Section 1. These Bylaws may be amended by a majority vote of the Board of Directors present at any quarterly or Annual Meeting, provided written notice of any such meeting contains the full text of each proposed amendment along with a reason for such amendment.

Section 2. Mail or electronic voting on proposed amendments shall be allowed provided that the full text of the amendment and the reason for same are provided to the board. If a proposed amendment submitted in this manner receives three or more negative votes, it shall not be considered to have been adopted but may be resubmitted to the next meeting of the board of directors for reconsideration.

Section 3. Any member may submit proposed amendments at the Annual Meeting. Should a proposed amendment be submitted at the Annual Meeting, it shall be referred to the Bylaws Committee which shall review and edit the proposed amendment for clarity purposes only, and shall then submit the proposed amendment in writing to the Board of Directors for its consideration at its next quarterly meeting.
 
   

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