BYLAWS OF THE
INTERNATIONAL COMPLIANCE PROFESSIONALS ASSOCIATION
The name of this organization shall henceforth be the INTERNATIONAL COMPLIANCE PROFESSIONALS ASSOCIATION (hereinafter “ICPA”).
The purpose of ICPA is to serve the needs of individuals involved in international trade compliance. As such, the organization will:
Disseminate information relevant to import/export and other international trade related matters.
Facilitate networking opportunities among the membership body.
Facilitate career opportunities and development.
Monitor and participate in international trade issues and trends with a goal to potentially affect change and influence policy development in the global trade arena, either directly or in conjunction with other international trade organizations.
Provide education and training, which may include wholly, sponsored programs or programs in conjunction with other appropriate organizations.
Foster an environment that promotes resource sharing and benchmarking opportunities. Protect and promote the interests of the international trade compliance professional.
1. The registered office of ICPA shall be at the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. This office is located in New Castle County in the state of Incorporation, Delaware.
2. ICPA may also have offices located at other places chosen by the Board.
1. Incorporators: The Incorporators of ICPA shall be Robert J. Pisani of Katten Muchin Zavis Rosenman, who shall file the Articles of Incorporation with the Delaware Secretary of State; Lynda Thomas, cofounder; and Ann Lister, cofounder. The incorporators will appoint an interim Board of Directors.
2. Interim Board of Directors: The Interim Board of Directors is empowered to act on behalf of ICPA until the term of the First Elected Board of Directors commences.
3. First Elected Board of Directors: The Interim Board of Directors shall, within one year of adopting these By-Laws, receive nominations from the Membership and propose a slate of nominees for a first elected Board of Directors (the “First Elected Board of Directors”) to be voted upon by the Membership by January 31, 2004. Beginning with the First Elected Board of Directors, each Director must be a Regular Member of ICPA and shall be at least 21 years of age.
4. Co-Managing Directors: Prior to the election of the Executive Officers, the Incorporators may appoint no more than two managing directors (“Managing Directors”) to administer and manage the affairs and daily operations of ICPA, including the ICPA website. The Managing Directors shall serve until selection of Officers by the Board of Directors.
5. Chair: The Interim Board of Directors shall appoint the First Chair of the Board of Directors from among the Interim Board of Directors. Thereafter, the Board of Directors shall elect the Chair by vote of all Board of Directors.
6. General Counsel and Executive Officers: The Interim Board of Directors shall appoint general counsel to advise the Board of Directors and the Members concerning corporate, tax, legislation, and any other matters in the interest of ICPA.
Article V – Membership
The Membership of ICPA shall consist of the following classifications:
A) Regular Individual – A “Regular Individual” membership (hereinafter “Individual” membership) is available to any person of good character and responsibility employed as a compliance professional by a business and/or corporation engaged in international trade. In addition, any person of good character and responsibility who previously was employed in such a compliance position but is currently unemployed is eligible for individual membership. Individual members shall certify to ICPA that they are international trade compliance professionals consistent with the definition herein. A service provider as defined below may not employ individual members. Voting rights on ICPA business shall accrue to Individual members.
B) Associate – any company providing goods or services (“Service Providers to firms, corporations, and individuals involved in importing, exporting, or international trade compliance. Five individuals shall represent each associate business. No voting rights on ICPA business shall accrue to associate members, and associate members may not hold a position on the Board of Directors and/or serve as an Officer. Service are defined as third-party logistics providers (3PLs), companies or firms involved in customs brokerage, freight forwarders/consolidators, international trade software vendors, attorneys, consultants, accountants and any other entity determined by the Board of Directors to be a Service Provider.
C) Academic – any person of good character and responsibility who is a full time professor, teacher, instructor, faculty member or enrolled as a matriculated student in an institution of higher learning. No voting rights on ICPA business shall accrue to Academic members and Academic members may not hold a position on the Board of Directors and/or serve as an Officer.
D) Sole practitioner/proprietor- any person of good character and responsibility that has established a small business dealing with compliance or logistics practices. No voting rights on ICPA business shall accrue to Sole practitioner/proprietor members, and Sole practitioner/proprietor members may not hold a position on the Board of Directors and/or serve as an Officer.
E) Individual Business Membership (other than North America). (USD $200)
This level includes, consultants, attorneys, brokers, freight forwarders, etc. this includes only those individuals who are domiciled outside of North America.
F) Senior/Retired (USD $50)
Criteria: Those individuals 65 or older (or who have retired) who just want to keep up with the world of international trade.
The Board of Directors may establish such class or classes of membership as they determine to be appropriate including, but not limited to, honorary, lifetime, or otherwise on such terms, conditions and qualifications as the Board may determine from time to time.
Upon payment of any membership Dues, the Board of Directors may accept an applicant as a member subject to approval. Application for membership shall be made via the ICPA website. www.icpainc.org
An applicant may appeal the rejection of its membership application by mailing a written request to the Board of Directors that the entire Regular Membership consider the application. The Membership Chair via a method set by the Board shall distribute such a request to the Regular Membership, and the Board of Directors shall convene a Special Meeting to consider the applicant’s request. The Board of Directors shall follow the procedures for special meetings of the members in Art. Section
Membership shall lapse when the Member fails to pay the Membership Dues within thirty (30) days of their due date.
4. Independent Action/Antitrust Restrictions
Membership shall not abridge the right of independent action by any Member whether or not such action is consistent with the policy or objectives of ICPA with respect to a specific matter. No Member may use ICPA or its website to communicate with competitors in a manner which would violate antitrust laws or be viewed as collusive or anti-competitive.
Any Member may be suspended or expelled for cause, such cause including but not limited to violation of these By-Laws, and/or for conduct prejudicial to the best interests of the ICPA. Expulsion or suspension shall be affected by a majority vote of the Board of Directors. The vote will be preceded by issuance, by the Board of Directors to the Member concerned, of a statement detailing the cause(s). The statement shall be delivered by registered mail, to the Member concerned, 30 days prior to the meeting of the Board of Directors at which the vote in respect of suspension or expulsion is to be considered and taken. A notice of time, place and date of the Board of Directors meeting shall accompany the statement of cause, and the Member concerned shall be entitled to be heard and offer reasons in support of non-suspension and/or non-expulsion. This provision does not apply to expulsion or for reason of non-payment of dues, nor does it abridge the right and authority of the Board of Directors to take immediate action, if found by the Board of Directors necessary and consistent with the best interests of ICPA. A Member may appeal the suspension or expulsion by mailing a written request to the Chair of the Board of Directors, requesting that the suspension or expulsion be considered by the entire Membership. Such a request shall be distributed to the membership by a method considered appropriate by the Board of Directors. The Board of Directors shall call a Special Membership Meeting to consider the Member’s request with reasonable notice to the Member concerned and to the balance of the membership. The Board of Directors shall follow the procedures for special meetings of the members in Art. V Section 10.
Any member may resign by filing a notice to that effect with the Membership Chair.
A resigned or suspended member may, at the discretion of the Board of Directors, be reinstated.
Each Regular Member shall be entitled to one vote on all matters presented to the Membership.
9. Annual Meeting of the Membership
The date of the annual meeting for ICPA’s Membership shall be scheduled by the Board of Directors. Upon selection of the date, the President shall cause to be sent, via electronic transmission to every Member in good standing, a notice stating the time, place and manner of the annual meeting at least ten days but not more than sixty days before the date of such meeting.
10. Additional/Special Meetings of the Membership
Special meetings of ICPA’s Membership shall be held at such places as may be fixed by the Board of Directors. The Board of Directors shall cause a notice to be sent to all Members in the same manner as provided for Annual Membership meetings. No other business but that specified in the notice regarding special meeting may be transacted at such special meeting without the unanimous consent of all those present at such meeting.
Where ICPA business is to be discussed and voted upon by the Members, a quarter of the Regular Members must be present to constitute a quorum. Unless elsewhere specified in the By-Laws, a majority vote of the Regular Members present that constitutes a quorum shall be required for an action to carry. In the event of an electronic vote, forty (40) percent of the members shall constitute a quorum.
No proxy vote at regular Member meetings will be allowed.
It is not the purpose of ICPA to operate for a profit and all dues and assessments of the Members (“Membership Dues”) shall be fixed in amount. The Incorporator(s) may set annual Membership Dues for initial Membership in this Association initially. Thereafter, Membership Dues shall be determined from time to time, on a prospective basis, by vote of the Board of Directors. Annual Membership Dues shall commence and be payable together with and when application for Membership is submitted. During the first year of ICPA’s operations, the annual Membership Dues shall be prorated if a Member joins in the month of August or thereafter to half the amount of the annual Membership Dues. Thereafter, the Membership Dues shall accrue for the full year according to the date membership. The Board of Directors may, at its discretion, adjust the fees and dues differently Regular Individual, Associate, Academic, or Sole practitioner membership levels and may adjust the fees and dues between classes of membership, including waiving fees in part or in total for any classification of member.
The fiscal year of ICPA shall be January 1 to December 31.
The Board of Directors shall approve fees for meetings, panels, workshops, and seminars.
Article VI – Chair of the Board of Directors
The First Elected Board of Directors shall be comprised of eleven (11) Regular Members chosen from among the Membership. Thereafter, the number of individuals on the Board of Directors shall be eleven. One position of the First Elected Board of Directors shall be designated the Chair. The Chair and the President shall not be the same person and the Chair may not be an Associate Member.
The Board of Directors of ICPA shall have the management responsibility of all matters and proceedings and shall direct all policies and functions of ICPA.
The Board of Directors shall have the authority to appoint from the Membership any and all other secretaries, committee chairs, special or standing committees not heretofore provided in these By-Laws, and to create such other positions as may be deemed necessary for the expeditious direction and management of ICPA. It may, at its discretion, cause ICPA to employ qualified persons for any position and shall determine if necessary. It shall receive all reports, applications, information and recommendations from any and all Directors, Members, committees and other positions and shall take appropriate action of approval or disapproval.
4. Attendance at Board of Directors Meetings
The Chair shall call a Regular Meeting of the Board of Directors at least four times during the fiscal year. Any Director who cannot attend the Board of Directors meeting in person may participate by telephone conference. Any Member of the Board of Directors absent from two or more consecutive meetings, excluding Additional/Special Meetings of the Board of Directors, in a fiscal year without prior and just notification to the Chair, or without reasonable explanation, may be deemed to have automatically resigned from the Board of Directors, unless upon discussion and majority vote of the remaining members of the Board of Directors, the absence is excused. The Chair shall serve written notice of the pending action to the Director prior to the Board of Directors’ vote to remove him.
The Chair will hold office for a period of one twelve (12) month term; No Director shall serve as Chair for more than two consecutive years.
6. Term of Office/Board of Directors
Except for the Interim Board of Directors, elective Directors will hold office for a period of one twenty-four (24) month term. For the election of Directors for the year 2006 only, six elective Directors will hold office for a period of one twenty-four (24) month term. Five (5) elective Directors will hold office for a period of
one twelve (12) month term. For the election of Directors for the year 2007 and subsequent, all elective Directors will hold office for a period of one twenty-four (24) month term. In no case shall any elective Director serve more than three (3) consecutive terms or five (5) consecutive years.
Vacancies on the Board of Directors occurring between elections will be filled by appointment by the Chair and approval by the remaining Board of Directors.
8. Increase or Decrease in Number of Directors
The number of Directors may be increased or decreased by vote of the Members or by a vote of a majority of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
Any or all of the Directors may be removed for cause, by vote of the Members or by action of the Board of Directors, upon such notice to the affected Director or Directors as may be required by Delaware law. Directors may be removed for cause by vote of the Members at a special meeting of the Members called for that specific purpose.
A Director may resign at any time by giving written notice to the Board of Directors or to the Chair. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.
Unless otherwise provided in the Articles of Incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. In order to achieve a quorum, Directors may join a meeting of the Board of Directors by telephone conference.
Unless otherwise required by law, the vote of a majority of the Board of Directors present at the time of the vote at which a quorum is present, shall transact business on behalf of ICPA.
13. Annual Meeting of the Board of Directors
An Annual Meeting of the Board of Directors shall be held immediately prior to or following the Annual Meeting of the Membership at the place of such Annual Meeting of the Membership.
14. Notice of Special Meetings of the Board of Directors, Adjournment
Special meetings of the Board of Directors may be held at such time and place, as the Chair shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the Chair upon three days’ notice to each Director either personally or by mail, fax or electronically (e.g., e-mail) at such person’s address contained in ICPA’s records; special meetings shall be called by the Secretary in a like manner, time and place on request of two Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment.
At all meetings of the Board of Directors, the Chair will preside or in the Chair’s absence, the Sergeant at Arms shall preside. In the absence of the Sergeant at Arms, the attending Directors shall choose a presiding director for that meeting from among those in attendance assuming a quorum exists.
Directors, including Officers, shall serve without compensation. Directors and Officers may be reimbursed for reasonable expenses incurred in the performance of their duties. Such expenses may be reimbursed only upon the presentment of an invoice from the entity rendering goods or services, but in no event shall exceed $1000.00 without prior approval of the Board of Directors. Prompt notice of such expenditures must be given to the President or Chair within 5 business days of such expenditure.
The First Elected Board of Directors shall be appointed as follows:
Within one year of adopting the By-Laws, the Interim Board of Directors shall receive nominations from the Membership for Board positions as provided in Article IV section 3. The First Elected Board of Directors shall be elected by the Members until January 31, 2004 by a method chosen by the Interim Board of Directors. Annual elections shall be held in January of each fiscal year.
Article VII – Executive Officers
The Membership shall elect the following Officers to serve as ICPA’s Executive Officers. The Board of Directors consistent with those procedures described above in Article VI section 17 in connection with the election procedures for the Board of Directors will establish election procedures. Only Individual members may serve as ICPA Officers.
ICPA’s Executive Officers consist of the following five (5) positions:
The term of office for each Executive Officer position shall be a period of one year. An Executive Officer position may be held for no more than two (2) consecutive years. No person shall serve in the capacity of an Executive Officer for more than four (4) consecutive years.
2. Duties of Executive Officers
President – shall be the Chief Executive Officer and shall attend all meetings, unless excluded by the Board of Directors, and perform all duties and functions handling any and all matters relating to the active management of the affairs of ICPA, and oversee that orders and resolutions of the Board of Directors are carried out.
First Vice President – shall report directly to the President and shall attend all meetings, unless excluded by the Board of Directors, and act on behalf of the President in the event that the President is absent or incapacitated and shall be responsible for overseeing committees as directed by the President with approval of the Board.
Second Vice President – shall report directly to the President and shall attend all meetings, unless excluded by the Board of Directors, and act on behalf of the First Vice President in the event that the First Vice President is acting on behalf of the President and shall be responsible for overseeing membership – as directed by the President with approval of the Board.
Treasurer – shall have custody of all funds of ICPA that (s)he shall deposit and maintain in a reputable bank approved by the Board of Directors. At the direction of the Board of Directors, the Treasurer will make all disbursements, issue all checks for accounts payable and keep records of all transactions. The Treasurer shall prepare and issue an annual financial statement to the Board of Directors at least once a year at a date to be set by the Board. Also, at each meeting of the Board of Directors, the Treasurer shall provide the Board with a report of the income/disbursements and current balance of ICPA’s accounts so that the Board is aware of the financial status of the organization. The Treasurer shall be responsible for assisting ICPA or ICPA’s accountant in preparing and filing ICPA’s annual tax returns. Tax return should be prepared in January for the previous fiscal year by the outgoing Treasurer.
Secretary – shall report directly to the President, shall maintain minutes of all meetings, and discharge other duties as may be so directed by the President and/or the Board of Directors.
3. Removal of Executive Officers
Any or all of the Executive Officers may be removed for cause, by vote, or by action of the Board of Directors, upon such notice to the affected Officer or Officers as may be required by Delaware Executive Officers may be removed for cause by vote of the Members at a special meeting of the Members called for that specific purpose.
4. Attendance at Officers Meetings
The President shall call a Regular Meeting of the Executive Officers at least once every month during the fiscal year by telephone conference. Any Member of the Executive Officers absent from two or more consecutive meetings in a fiscal year without prior and just notification to the President, or without reasonable explanation, may be deemed to have automatically resigned as an Executive , unless upon discussion and majority vote of the remaining members of the Executive Officers, the absence is excused. The President shall serve written notice of the pending action to the Executive Officer and to the Board of Directors prior to the Executive Officers vote to remove. The Board of Directors shall retain the right to override or veto a removal decision if deemed necessary.
Article Vlll – Fiscal Controls
Any and all funds/expenditures in an amount over $5,000.00 shall only be expended upon the express authority of the Board of Directors who shall authorize the Treasurer to make necessary payments of supplies, traveling expenses, and/or similar expenses in order to facilitate work and functions of ICPA.
The Officers will establish and the Board of will approve an annual budget. All items set forth with particularity as to purpose and amount in the budget shall be deemed to be authorized within the meaning of this article, and shall not require separate approval of the Board of Directors.
No director, committee person or other Member of ICPA shall incur any expense on its account/behalf except as provided above, except that the Treasurer shall have authority to authorize expenditures up to but not exceeding $2,000.
Checking, Conference, and/or savings accounts shall be maintained in the name of ICPA. Checks or withdrawals of less than $2,000.00 shall require the signature of the Treasurer. Checks or withdrawals exceeding $2,000.00 shall require the signatures of the Treasurer and the President or a member of the Board of Directors. The Treasurer shall maintain records of all deposits, earnings and withdrawals. The Board of Directors shall issue a resolution designating who, other than the Treasurer, may make financial transactions (e.g., deposits, drafting checks, etc.) on behalf of ICPA and the circumstances when such power may be exercised (e.g., payment of necessary business expenses). The Treasurer shall prepare a monthly report of both the checking and conference account.
Article IX – Representation of ICPA
No ICPA Member, Director or Officer shall by report or statement, verbally or otherwise, commit it to any policy or represent it at any public, private or other such meeting or hearing without having received express authority from the Board of Directors to do so. ICPA’s general counsel may represent ICPA only with prior approval from the Board of Directors. Any authority granted to a Director or Member to represent ICPA shall be formally stated in writing and shall be maintained on file and/or within the formal minutes with the Secretary.
Article X – Indemnification and Sureties Indemnification of Officers and Board of Directors
ICPA shall indemnify each person serving as an Executive Officer or of the Board of Directors insofar as his or her acts, or omissions, while engaged in good faith business of ICPA, may result in liability to such person. ICPA shall maintain a Director and Officer’s insurance policy to protect and indemnify the Board of Directors, and Executive Officers against any legal action taken against them
that solely arises from their official ICPA responsibilities. ICPA shall pay the premium for such policy. As provided in the Articles of Incorporation, a Director of the corporation shall not be personally liable to the corporation or its Members for monetary damages for breach of fiduciary duty as a director, except that a Director shall be liable to the extent provided by applicable law for (i) any breach of the director’s duty of loyalty to the corporation or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
It shall be the policy of ICPA to conduct its affairs in compliance with the antitrust laws of the Federal and State governments, and to encourage compliance therewith on the part of ICPA Members.
Any provisions in these By-Laws shall not discriminate in an unlawful manner against any person, nor be applied or interpreted in such a discriminatory manner, including provisions governing criteria for Membership, grounds and procedures for expulsion or removal from office, as well as any schedule of dues or fees.
Any finding that any part of these By-Laws are illegal under any applicable federal or state laws shall not effect the validity of any other provisions of these By-Laws.
2. ICPA General Counsel Meetings Attendance
ICPA’s General Counsel may be asked to advise the Board of Directors and the Membership concerning corporate, tax, legislation, and any other matters in the interest of ICPA. ICPA’s General Counsel shall be reimbursed for any out-of-pocket expenses incurred on behalf of ICPA for actions directed by the ICPA Board of Directors. General Counsel may receive payment for services rendered in specific actions upon agreement by the Board of Directors.
It shall be the policy of ICPA to invite ICPA’s General Counsel to annual and Board of Directors meetings. The Board of Directors may request that General Counsel review the agenda for said meetings.
General Counsels may be asked to review minutes of Board of Directors meetings prior to the distribution of said minutes in specific be asked to assist the Board of Directors in order to ensure that the ICPA is in compliance with all applicable laws.
It shall be the policy of ICPA to prohibit the use of ICPA’s collective power or influence for or against any individual person or group in any way other than the clearly defined right of a business league or professional association to lobby or litigate in such fashion and in regard to such matters as are permitted by the antitrust and income tax laws of the Federal and State governments and in accordance with its by-laws and mission.
Article XII- No Commercial Activity
ICPA shall not engage in any commercial activity other than those enumerated in these By-Laws and permitted by Delaware General Corporation Law or the Internal Revenue Code, nor shall persons (including Members) be permitted to advertise their goods or services on the ICPA website, or via any other ICPA related medium, or at any ICPA meeting without prior approval of the Board of Directors.
These By-Laws may be amended, repealed, or new By-Laws may be adopted by the affirmative vote of a three-quarters (3/4) majority of the entire Board of Directors at any meeting of the Board, and an electronic vote of forty (40) percent of the membership to approve amendments to the Bylaws. (Article V.11)
We, the Board of Directors of ICPA do attest that we have read and understand the By-Laws written in the foregoing, and do approve same and hereby adopt said By-Laws, by affixing our signature below this 20th day of December, 2006.
Signed,
ICPA Board of Directors