The name of the Association is the International Trade Council, hereafter referred to as the ‘Association’.
The Association year shall run from January 1st to December 31st.
The Association is organised exclusively for charitable and educational purposes.
The educational objectives of the Association shall be:
- Promote the development and distribution of educational tools that teach business leadership and good corporate governance.
- Share information on trade-related standards and regulations.
- Create partnerships with appropriate educational institutes and non-profit organisations.
- Support legislators and business to work more effectively, creatively and collaboratively.
- Determine the need for, encourage, and carry on research in areas of innovation.
- Nurture future leaders.
- Engage in other educational advisory services and activities from time to time.
The economic and business objectives of the Association shall be:
- Increase export and bilateral trade opportunities.
- Assist with business planning for pre-venture and existing business developments.
- Provide businesses and legislators with the appropriate tools to support their economic development plans.
- Develop and promote public-private partnerships committed to improving and diversifying local economies.
- Research new technologies that have the potential to impact economic growth.
- Promote long-term economic competitiveness.
The community development objectives of the Association shall be:
- Publicise cultural, educational, social, and geographical opportunities of constituent members.
- Coordinate business development strategies with appropriate educational and workforce providers.
- Assist local organisations in the development of human and economic resources.
- Promote understanding and nurture bi-national business growth.
- Provide technical assistance to federal, state, and local governments; funders; and non-profit agencies.
- Promote initiatives that improve infrastructure.
The social development objectives of the Association shall be:
- Promote the development of commercial solutions to global environmental challenges.
- Provide advice and assistance in green building and infrastructure design and planning.
- Advance industry standards, regulation and public policies that ensure vibrant, just, and sustainable economies.
- Assist mentors help their mentees build critical communications, advocacy and business skills and develop strategies that advance their work while focusing on the triple bottom line.
No part of the activities of the Association shall involve the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Applications for Membership
Each candidate for membership shall submit to the Association an application in a form approved by the Board of the Association.
Membership shall be open to the following:
- Sole Traders (including unincorporated traders)
- Incorporated and/or duly registered Companies
- Business associations (including unincorporated associations)
- Legislative bodies
- Government organisations
- Educational institutions
- Non-profit organisations
Exclusions from Membership
Excluded from membership:
- Officials of Governments who are not members of the United Nations.
- Organisations whose purpose is the promotion of, or discrimination against, religion.
- Organisations whose purpose is the discrimination against individuals based on age, disability, gender, nationality, parenthood status, health (including mental health) status, race or sexuality (including sexual preference).
- Those listed on the “Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions”, the “United Nations UN 1267 Regime List” and the “US Department of State Foreign Terrorist Organizations List”.
Geographic limitations of membership:
- There are no geographic limitations on membership.
Approval of Membership Applications
The approval of membership applications shall be determined by the Board of the Association.
Members shall pay dues to the Association in such amounts and in such manner as shall from time to time be determined by the Board of the Association.
Termination of Membership
The membership of each member of the Association shall terminate upon that member’s death, resignation or expulsion. In addition, unless otherwise determined by the Board of the Association, each member’s membership shall terminate because of his or her non-payment of dues on a date which is ninety days after the last date for which that member’s dues were paid. Unless otherwise determined by the Board of the Association, members whose membership has terminated may renew their membership only by reapplication, except that members whose membership has been terminated because of the non-payment of dues may reactivate their membership by the payment of current dues at any time within two years after the termination of their membership.
Suspension and Expulsion
Any member of the Association may be suspended or expelled from membership with or without cause upon the affirmative vote of two-thirds (2/3) of the members of the Board of the Association present and voting at any meeting of the Board if, in the discretion of the Board, as indicated by that vote, such suspension or expulsion would be in the best interests of the Association.
An annual meeting of the voting members shall be held at such time as the Board of the Association may designate for the transaction of such business as may come before the meeting. If no such designation is made before the first day of November of any year, the annual meeting of members during that year shall be held on the second Friday of December.
Place of Meetings
The Board of the Association may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of the Association. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the principal office of the Association.
Notice of Meetings
Written notice stating the place, date and time of each meeting of the members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each individual or organisation of record entitled to vote at such meeting not less than five (5) nor more than ninety (90) days before the date of meeting, except in the case of a removal of one or more directors, when such notice shall be delivered to each member entitled to vote not less than seven (7) nor more than sixty (60) days before the date of the meeting. Such notice shall be delivered either personally or by mail (by letter, e-mail or in a publication of the Association by or at the direction of the president, or the secretary, or the officer or persons calling the meeting. If mailed or e-mailed, such notice shall be deemed to be delivered when deposited via postal mail or e-mailed, addressed to the member at his or her address as it appears on the records of the Association, with postage thereon prepaid, if mailed. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
Fixed Recording Date
The date on which notice of a meeting of the members of the Association is mailed, e-mailed (or otherwise delivered) shall be the record date for the determination of members entitled to vote, whether by mail, e-mail or at that meeting or any adjournment thereof.
No members of the Association shall have the right to vote except regular members who have been in good standing for a minimum of five (5) contiguous years. Regular members in good standing are those regular members who are current in the payment of their dues and whose membership has not been terminated by death, resignation or otherwise. Each regular member entitled to vote shall have one vote.
At any meeting of members, the Chairperson of the meeting may, or upon the request of any member eligible for voting shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies or mailed or e-mailed ballots; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members. Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.
Voting by Mail, E-Mail or by Proxy
Unless otherwise determined by the Board of the Association, the annual election of directors of the Association shall take place by mail. If, and to the extent that, the Board of the Association so determines, any notice or ballot information to members or directors required by these by-laws may be transmitted by electronic means to the addresses appearing on the records of the Association and members may transmit their votes for directors to the Association by electronic means. Ballots shall be mailed or e-mailed (or otherwise delivered) to all regular members entitled to vote at least sixty (60) days before that annual meeting of the Association and, to be valid, ballots must be completed, mailed or e-mailed (or otherwise delivered) to the Association and received by a date specified in the ballot, which shall be not later than fourteen (14) days before the election. If the election of directors does not take place by mail or e-mail, it shall take place at the annual meeting of members and each regular member entitled to vote at that meeting may vote in person or by proxy executed in writing by the member or his or her duly authorised attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Quorum and Manner of Acting
Thirty (30) regular members entitled to vote, present in person, voting by mail or e-mail, or represented by proxy, shall constitute a quorum at any meeting of members, provided, however, that if less than thirty (30) such members are present at such a meeting, a majority of such members present may adjourn the meeting without further notice. Except as otherwise provided in these by-laws the vote of a majority of the votes entitled to be cast by the members present, voting by mail or e-mail, or represented by proxy at a meeting at which a quorum is present, shall constitute the action of the members with respect to the matters voted upon.
The Board of the Association
The affairs of the Association shall be managed by or under the direction of its Board.
Number and Qualifications
The Board of the Association shall consist of a number of directors set by the Board which shall be not less than three (3) and not more than ten (10) voting members in addition to ex officio members including the president, president-elect, secretary, treasurer and immediate past president of the Association. If the executive director of the Association is a regular member of the Association, he or she shall also be an ex officio member of the Board. (The assumption by an elected director of an office which makes that director an ex officio member of the board shall be deemed to create a vacancy of the elected directorship previously held by that director, which vacancy shall be filled by the board of directors.) Ex officio members of the Board of the Association shall have the same rights, privileges and responsibilities (including the right to vote) as other directors. All directors of the Association must be regular members of the Association. Directors may succeed themselves in office except that directors are not eligible for reelection or reappointment to the Board for a period of one (1) year after they have completed nine (9) consecutive years of service on the Board unless they will serve ex officio as a result of their appointment as officers. A director who is eligible for reelection or reappointment at the beginning of the term of office to which he or she is reelected or reappointed shall be entitled to complete the term of office.
Election and Appointment
The number of the members of the Board of the Association to be elected annually by the regular members of the Association entitled to vote shall be that number necessary to fill the number of directors established by the board and shall be elected from a list of candidates selected by the board governance and nominating committee. Members of the Board of the Association who have been elected by the regular members of the Association or appointed to fill a vacancy in a seat the occupant of which is normally elected by the regular members of the Association, may be re-nominated by the board governance and nominating committee and reelected by the board of directors and the number of members of the board of directors to be elected by the regular members of the Association shall be reduced accordingly. Two (2) members of the Board of the Association may be appointed annually by the board of directors from a list of candidates selected by the board governance and nominating committee. In addition to the qualifications of all other board members elected by the regular members of the Association entitled to vote, the candidates to be appointed hereunder by the Board of the Association shall not have served on the Board at any time within the two (2)-year period before their initial appointment.
Each director other than ex officio shall hold office until the third (3rd) annual meeting of members following his or her election or appointment and until his or her successor has been elected or appointed except that the director’s term of office shall be terminated sooner upon the director’s death, upon the director’s resignation or removal from office, upon the termination of the director’s regular membership in the Association, or upon the director’s failure to attend two (2) consecutive regular meetings of the board of directors. A director whose term of office is terminated by reason of his or her failure to attend meetings of the Board shall be eligible to fill the vacancy created by his or her termination. The term of each ex officio member of the Board shall terminate upon the termination of the office by virtue of which he or she is a member of the board of directors.
Any vacancy occurring in the Board of the Association and any directorship to be filled by reason of an increase in the number of directors may be filled by the Board. Any director appointed by the Board to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.
Regular meetings of the Board of the Association shall be held at such time and place as the Board shall, from time to time, determine, except that there shall be at least two meetings of the Board during each of the Association’s fiscal years. One such meeting shall be designated by the Board (and in the notice of the meeting) as the annual meeting of the board. At each regular meeting of the Board of the Association, the directors may consider all such business as may properly come before the meeting without prior notice of such business having been given.
Special meetings of the Board of the Association may be called by the president or the secretary of the Association, and must be called by the secretary upon the request of one-third (1/3) of the entire Board. Such meetings shall be held at such places as are designated by the president.
Notice of each regular meeting of the Board of the Association shall be given to all directors in writing at least thirty (30) days in advance of that meeting and notice of each special meeting shall be given to all directors at least five (5) days in advance of that meeting. The notice of each such meeting shall include the date, place and time of the meeting. The designation of a regular meeting as the annual meeting of the Board shall be included in the notice of that meeting. The determination of the Board regarding the date, place and time of any regular meeting, and the designation of any such meeting as the Board’s annual meeting, as set forth in the minutes of the Board, shall be sufficient notice if mailed or e-mailed to all Board members at least ten (10) days prior to that meeting.
One-third (1/3) of the entire Board of the Association shall constitute a quorum, provided, however, that if less than one-third (1/3) of the entire Board is present at a meeting, a majority of the directors present may adjourn the meeting at any time without further notice.
Manner of Acting
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of the Association, unless the act of a greater number is required by these by-laws or applicable law. No director may act by proxy on any matter.
Participation by Telephone
Directors may participate in and act at any meeting of the Board of the Association through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Informal Action by Directors
The authority of the Board of the Association may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote. The consent of each director shall be evidenced by a written approval which sets forth the action taken and bears that director’s signature. All approvals evidencing the consent shall be delivered to the secretary to be filed in the Association records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the directors shall have the same effect as a unanimous vote.
Resignation and Removal of Directors
A director may resign at any time by written notice to the Board of the Association, the president or the secretary of the Association. A director may be removed by the members eligible for voting, with or without cause, by the affirmative vote of two-thirds (2/3) of the members present and voting at any regular or special meeting of the members if the notice of the meeting is delivered in accordance with Article 4, Section 10 of these by-laws to all members entitled to vote on removal of directors and states that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the director or directors named in the notice may be removed at that meeting.
All directors shall serve without compensation for their services as members of the Board of the Association.
Directors Emeritus and Honorary Directors
The Board of the Association may at any time elect one or more former directors who are regular members of the Association as directors emeritus, or spouses of former directors who are associate members of the Association as honorary directors. A director emeritus or honorary director shall serve until removed by death, resignation, or majority vote of the Board of the Association; shall be entitled to participate but not vote at meetings of the Board of the Association; shall not be counted in determining whether or not a quorum exists for any meeting of the Board of the Association; may be a member of one or more standing committees of the Association; shall be considered a member of the Board of the Association for the purpose of determining the composition of any committee of which he or she is a member; and may participate and vote at meetings of any committee of which he or she is a member.
The Board of the Association, by resolution adopted by a majority of the Board in office, may create one (1) or more committees and appoint directors or such other persons as the Board designates, to serve on the committee or committees. Each committee shall have two or more members, and all committee members shall serve at the pleasure of the Board.
To the extent specified by the Board of the Association or in these by-laws, each committee may exercise the authority of the Board of the Association; provided, however, that a committee may not:
- Adopt a plan for the distribution of the assets of the Association, or for dissolution;
- Approve or recommend to members any act that requires to be approved by members;
- Fill vacancies on the Board of the Association or on any of its committees;
- Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;
- Adopt, amend, or repeal the by-laws of the Association;
- Adopt a plan of merger or adopt a plan of consolidation with another association, or authorise the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Association; or
- Amend, alter, repeal or take action inconsistent with any resolution or action of the Board of the Association when the resolution or action of the Board of the Association provides by its terms that it shall not be amended, altered or repealed by action of a committee.
Each committee may establish its own procedures for the conduct of its business provided that those procedures are not inconsistent with the following:
- Meetings and Notice. Subject to action by the Board of the Association, each committee by majority vote of its members shall determine the time and place of its meetings and the notice required therefore.
- Quorum. Unless the appointment by the Board of the Association requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.
- Unanimous Consent. A committee may act by unanimous consent in writing without a meeting, provided, however, that the consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more committee members. All of the approvals evidencing the consent shall be delivered to the secretary of the Association to be filed in the Association’s records. The action taken shall be effective when all the committee members have approved the consent unless the consent specifies a different effective date.
- Telephone Meetings. Committee members may participate in and act at any meeting of a committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
- Minutes. Minutes of all meetings of the committee shall be prepared and provided to the secretary of the Association for inclusion with the Association’s records.
Contacts. Cheques and Deposits
The Board of the Association may authorise any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association, and such authority may be general or confined to specific instances. When the execution of any contract or any other instrument has been authorised by the Board, or otherwise, without specification of the executing officer, the president or the president-elect or the executive director, either individually or with the secretary or any assistant secretary, may execute the same in the name of and on behalf of the Association, and, if the Association adopts an Association seal, any such officer may affix that seal thereto.
Cheques, Drafts etc.
All cheques, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers or agent or agents of the Association, and in such manner, as shall from time to time be determined by resolution of the Board of the Association.
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of the Association may select.
Limitations of Debt, Loans, Use of Income and Assets, and Dissolution
No debt shall be incurred by the Association beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Association, unless authorised by the Board of the Association.
Loans to Officers and Directors
No loan shall be made by the Association to a director or officer of the Association.
Loans to Third-Party Organisations
No loan shall be made by the Association to any third-party organisation or association.
Inurement of Income
The Association shall not have or issue shares of stock and no dividends shall be paid to its members, directors or officers. No part of the net income of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, provided, however, that, except as otherwise provided in these by-laws, the Association may pay reasonable compensation to its members, officers and directors for services rendered, and the Association may indemnify its officers, directors, employees and agents in accordance with these by-laws
In the event of the dissolution of the Association, its assets not required for the payment of its liabilities and obligations and not held upon condition requiring return, transfer or conveyance by reason of the Association’s dissolution, shall be transferred or conveyed to one (1) or more associations, societies, or organisations engaged in activities substantially similar to those of the Association, pursuant to a plan of distribution adopted by the Board of the Association, provided, however, that no distribution of the assets of the Association shall be made to any organisation if at the time of distribution that organisation meets any of the conditions of VI of these by-laws.
The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that such person is or was a director, officer, employee or agent of the Association, or Advisory Council member, or who is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Association or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Formation and Affiliation
Any three (3) or more regular members of the Association residing in any locality may form an local chapter of members of the Association in that locality for the holding of regular meetings of not less than four (4) annually and for carrying out the purposes of the Association. The members of the Association desiring to form the local chapter shall apply for affiliation of that chapter by filing with the Association an application containing the names and addresses of the members desiring to form the chapter and the secretary and each other officer of the chapter designated by them, all rules to be adopted by the chapter and such other information as is requested by the Association. Affiliation of the chapter shall take place upon the approval of its application by the Association and its delivery to the Association of an undertaking in a form designated by the Association governing the chapter’s use of the service marks “International Trade Council,” “ITC” and such other marks as are owned by the Association. In order to maintain its status as an affiliated chapter, the chapter membership at all times must include at least three (3) regular members of the Association and all officers must be regular members of the Association. While it may charge event or activity participants a reasonable event or activity fee for a particular chapter event or activity (e.g. a dinner or a conference etc.) and ought to provide an event or activity fee discount for ITC members, an affiliated chapter may never charge or receive any form of membership dues, except the ITC chapter dues-sharing revenues sent to it by ITC pursuant to the ITC dues-sharing program. While attendance at chapter events or activities shall be open to all who are invited by chapter members, all chapter members must be ITC members.
Promptly after each chapter is affiliated, it shall notify the Association of the names and addresses of its members and provide the Association with its mailing list (including e-mail addresses). Annually thereafter it shall file with the Association a report containing the names and addresses of its secretary, other officers and members, a summary of its meetings and activities during the previous year, its updated mailing list, and such other information as is requested by the Association. At the same time it shall file with the Association specimens of literature, notices and other items published by it which identify it as a chapter of the Association or which otherwise use the marks owned by the Association.
Revocation of Recognition
The affiliation and recognition of any ITC chapter may be revoked by the Association at any time for any reason.
Forms and Procedures
The application of an ITC chapter for recognition, the undertaking regarding its use of the marks owned by the Association and the annual report to be filed by the ITC chapter shall be in a form designated by the Board of the Association. The recognition and revocation of recognition of ITC chapters shall be determined by the Board of the Association or such committee or person as is designated by it, in that Board’s, committee’s or person’s sole discretion.
Formation and Affiliation
Any three (3) or more student members of the Association who are regularly attending any law school or other institution for higher education may form a student chapter of the Association at that institution for the holding of regular meetings of not less than four (4) during each school year and for carrying out the purposes of the Association. The student members of the Association desiring to form the student chapter shall apply for recognition of that chapter by filing with the Association an application containing the names and addresses of the student members desiring to form the chapter and the secretary and each other officer of the chapter designated by them, all rules to be adopted by the chapter and such other information as is requested by the Association. Recognition of the student chapter shall take place upon the approval of its application by the Association and its delivery to the Association of an undertaking in a form designated by the Association governing the chapter’s use of the service marks “International Trade Council,” “ITC” and such other marks as are owned by the Association. In order to maintain its status as a recognised student chapter, the chapter membership at all times must include at least three (3) student members of the Association and all officers must be student members of the Association. Whenever feasible, each student chapter shall have a regular member of the Association approved by the Association as an advisor.
Each student chapter shall submit to the Association any reports requested by the Association. At least annually, the chapter shall file with the Association specimens of literature, notices and other items published by it which identify it as a student chapter of the Association or which otherwise use the marks owned by the Association.
Revocation of Recognition
The recognition of any student chapter may be revoked by the Association at any time for any reason.
Forms and Procedures
The application of a student chapter for recognition, the undertaking regarding its use of the marks owned by the Association and any reports to be filed by the student chapter shall be in a form designated by the Board of the Association. The recognition and revocation of recognition of student chapters shall be determined by the Board of the Association or such committee or person as is designated by it, in that Board’s, committee’s or person’s sole discretion.
The fiscal year of the Association shall begin on the first day of January in each year and end on the last day of December.
Rules of Order
Except insofar as they are not consistent with the Associations By-Laws, or applicable law, all meetings of the members and the Board of the Association shall be governed by the parliamentary procedures of Robert’s Rules of Order, as from time to time revised.
These by-laws may be altered, amended or repealed, or new by-laws adopted, by the Board of the Association, but only after written notice containing the substance of any alteration, amendment, repeal or new by-law has been given to each Board Member at least thirty (30) days prior to the meeting at which such action is to be taken.