Article I – Name

This Club shall be known as THE WINDSOR TRANSPORTATION CLUB INC with its headquarters in the City of Windsor, in the Province of Ontario, Canada.

Article II – Purpose

The purpose of this Club are as follows:

1) To promote friendship among the purchasers and vendors of transportation services and to secure and maintain public goodwill;

2) To provide an educational program through the medium of speakers, panel discussion, films, etc.

3) To provide an opportunity for members to discuss their mutual problems and interchange ideas and information concerning traffic and transportation matters in an atmosphere of sociability.

Article I – Membership

The membership shall be divided into four classes: Active, Retirement, Honorary and Life:

1) Active Membership: This membership shall consist of the following:

Companies and Individuals directly transporting goods by highway, air, rail or ocean, and also, logistic providers, freight forwarders, custom brokers, insurance companies and a wide range of transportation service companies.

2) Retirement Membership: Retirees may retain their membership without further payment of annual dues.

a) They were regular members for 3 consecutive years before retirement;

b) They do not work more than 25 hours per week;

c) They complete and return renewal forms;

3) Honorary Membership: Members of Honorary rank will be appointed by the Executive Committee and they shall not be required to pay annual dues.

4) Life Membership: Members who have served as President shall have the privilege of retaining their membership for life upon payment of annual dues, regardless of their business affiliation.

A retired or Honorary member shall have all the rights and privileges accorded to an Active member but shall not be eligible to hold Executive Office.

Limitation of Membership:

1) The membership shall be limited to any number which the Executive Committee sees fit, having due regard to existing conditions;

2) The Executive Committee may revoke the membership of any individual whose character or actions are considered incompatble to the best interests of the Club.

Article II – Fees

The fees for membership shall be determined by the Executive Committee with due regard to existing conditions and shall be due January 1st payable January 1st. Members who are in arrears March 1st will be dropped from the membership roll at the discretion of the Executive Committee. Applications received after July 1, the fees for the balance of the year shall be 50% of current yearly fees.

Article III – Duties

1) The President shall preside at all meetings of the club and the Board of Directors and perform all duties pertaining to the office of the President. He/She shall be a member ex-officio of all committees.

2) The 1st Vice-President shall, in the absence of the President, have all the powers and perform all the duties of the President.

3) The 2nd Vice-President shall, in the absence of the President and the 1st Vice-President, have all the powers and perform the duties of the President.

In the event of their absence, any other member of the Executive Committee appointed by such committee shall be the presiding officer.

The Vice-Presidents shall perform such duties as may be assigned to them by the President and shall take an active part in the affairs of the Club.

4) The Secretary-Treasurer shall keep true and accurate minutes of all meeting, issuing and distributing copies, thereof. He/She shall conduct the correspondence of the Club under the direction of the President. In addition to the duties customarily associated with the office of the Secretary-Treasurer, he/she shall be the custodian of records of the Club. The Secretary-Treasurer will receive all monies due the Club and pay same out when ordered by the Executive Committee (cheques to be counter-signed by the President). He/She shall also render a statement of the accounts to the Club. He shall be remunerated for his services at the discretion of the Board of Directors.

Article V – Board of Directors

There shall be a Board of Directors consisting of the President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer, and up to eight Directors elected annually at a meeting specified under Elections of Officers. The immediate Past President shall automatically serve on the Board of Directors with full voting privileges. Provision shall be made to add two additional Directors at any future date deemed fit. This shall be known as the Executive Committee of the Club.

The Board of Directors shall deal with all questions and matters relating to the business management of the affairs of the Club.

It shall receive reports and recommendations from all standing committees, special committees, the Secretary-Treasurer and may approve or disapprove thereof.

Should any vacancy in office occur during the term, the President will appoint a member in good standing to fill this office, subject to approval of the Board of Directors.

Article VI – Committees

The President shall be responsible for the appointment of Chairperson and/or Co-Chairperson for standing committees. The immediate Past President will serve as Chairperson on the Nominating Committee.

Article VII – Nominations and Elections of Officers and the Board of Directors

A member in good standing shall be eligible for election to any office. The consent of the nominee must be obtained before nomination. The nominating committee of not less than three members in good standing shall elect candidates for President, 1st Vice-President, 2nd Vice-President. It shall also select candidates to the Board of Directors.

The nominating committee shall submit a report of its nominations and recommendations to the Board of Directors at a meeting prior to the April general meeting of the Club.

The election of officers and directors shall take place at the November general meeting and shall be by a majority vote of the members present. The incoming President and elected officers and directors shall assume their duties January 1.

Article VII – Fiscal Year

The fiscal year of the Club shall end on the 31st day of December each year.

Article IX – Meetings

General meetings of the Club shall be held as determined by the Executive Committee

Notice of all general meetings of the Club shall be given by the Secretary to all members at least seven days in advance of the dates set for such meetings.

The Executive Committee of the Club shall meet 10 times per year or as required, at such time and place as it may determine.

Notice of all meetings of the Executive Committee shall be given to all members of the Executive and other members who are expected to attend, at least 7 days in advance of the dates for such meetings.

Article X – Quorum

A majority number shall constitute a quorum at an Executive Committee meeting of the Club.

Article – Voting

At all Executive meetings, each Executive member present shall have one vote. In case of a tie, the President shall have a casting vote. At all general meetings each member in good standing shall have one vote. In case of a tie, the President shall have a casting vote.

Article XII – Change in By-Laws

The Executive may from time to time, enact, repeal, amend or re-enact by-laws but no such change shall be valid or acted upon unless the members present constitute a quorum and it is sanctioned by an affirmative vote of at least two thirds of the members present.