Association Bylaws

I. Name, location and Duration

Article 1
An association by the name of The Freight Club, with its abbreviation “TFC”, is a registered legal entity formed in accordance with Article 60ff of the Swiss Civil Code (ZGB).

Article 2
The Freight Club has its registered business address in the City of St. Gallen, Switzerland.

Article 3
The Freight Club has been formed for an indefinite period of time.

II. Aims and Objectives

Article 4.
The Freight Club is a non- profit , member driven organization that was established by private and independent freight forwarding companies, with the objective of bringing together similarly minded companies thought the world to stimulate networking between members, establish and develop mutually beneficial business solutions and safeguard the interests of its members.

III. Membership

Article 5.
Only legal entities are licensed or otherwise authorized to operate as international freight forwarders by their respective governments and regulatory bodies can qualify to become a member of The Freight Club. Each member must support and abide by the aims and objectives of the association, and agree to promote and nurture the healthy development of The Freight Club.

The association may approve associate membership applications from companies whose business is engaged in providing goods and services to the Freight Forwarding industry. Associate members are not entitled to voting rights but can enjoy all other facilities and benefits available to ordinary members.

Suitably qualified entities can make application for membership to the Freight Club, by completing the on-line membership application available on the association’s web site at “http:// www.thefreightclub.com “.

Upon receipt of a duly completed application, the secretariat will send the application to the board of directors for their review and consideration. An application may only be approved by a majority vote of the board of directors. Upon approval by the board of an applicant for membership, the secretary will forward the applicant a notice of approval and an invoice for membership fees and dues. Until such time that full payment of membership fees and dues are received from an applicant, and such fees are cleared, will the applicant be formally admitted and recognized as a member of The Freight Club. In the event that an applicant approved for membership fails or otherwise neglects to remit payment of membership fees and dues within thirty (30) days from the date of notice of approval issued by the secretariat, such approval shall be automatically withdrawn, and deemed null and void.

Upon approval an admission of a new member into The Freight Club, the secretariat shall use due diligence to include such member in its online directory, and to notify the general membership by e-mail or otherwise of the same.

Article 6
The Freight Club will collect an appropriate annual fee from all members.

The membership fee can be altered from time to time, subject to proper and reasonable advance notice prior to the Annual General Meeting, and only upon the approval by a majority of the members in attendance at the meeting.

The membership fee becomes due and payable on the first of January of each year.

Members shall promptly and fully pay their annual membership fees and dues.

Article 7
In principle, the number of members located in or serving a particular city, province, region, port, airport or commercial zone in a country is limited to three. In determining the maximum number of members in or serving a specific locale, the board of directors shall give special consideration and regard to such factors as the size of the market in that locale, and the capabilities and service afforded by existing members.

Article 8
Membership to The Freight Club will cease upon the following:

(i) – Liquidation of the member company or its cessation of operation as an ongoing viable legal entity.

(ii) – Change of majority or controlling ownership. In the event of a change of majority or controlling ownership in a member, the member shall notify the secretary within a reasonable time, not exceeding 30 days from such change, and the secretary shall distribute the notice to the general membership. Any request by the new owners to continue membership in The Freight Club shall be included in the notice, setting forth those reasons why membership should not be revoked. Thereafter, the board of directors shall have 60 days to decide by majority vote whether to continue the membership, based upon information received from the new owner(s) and the general membership. Such decision shall be transmitted to the excluded member in writing, and shall be legally binding, from which the excluded member cannot seek further appeal or reconsideration, nor pursue legal avenues or forums for relief.

(iii) – Resignation. A member may resign from The Freight Club if notice and resignation take place at least 6 months before end of the calendar year

(iv) – Exclusion by a majority vote of the board of directors:

(A) based upon a finding of improper conduct or illegal activities on the part of the member, that such member engaged in conduct or activities unbecoming of standards and principles which The Freight Club stands for, or which are otherwise deemed detrimental or prejudicial to the best interests of The Freight Club and its general membership. (B)Omitting the provision that each members must participate in an Annual General meeting at least every two years, whereby if they fail to do so, the board of directors has the right to terminate that particular member where their lack of attendance has unfairly prejudiced or caused detriment to TFC.

A member who has been excluded from membership may apply to the board of directors for reconsideration by submitting a written request to the board within 60 days of such exclusion. Failure to provide such notice shall be a full and complete waiver of such right to have their exclusion reconsidered, and shall bar any subsequent legal action against The Freight Club, its board of directors and the general membership for legal or equitable relief or damages based upon or related to such exclusion.

Upon receiving a timely request for reconsideration of an exclusion of a member, the board of directors shall request, receive and consider any and all relevant testimony in the form of sworn and notarized affidavits, evidence and information from the excluded member.

Upon receiving all relevant testimony and evidence, but in no case more than 120 days after first receiving the written request for reconsideration from the excluded member, the board of directors shall render a decision based on a majority vote. Such decision shall be transmitted to the excluded member in writing, and shall be legally binding, from which the excluded member cannot seek further appeal or reconsideration, nor pursue legal avenues or forums for relief.

(v) Non-payment of the membership fee. In the event that a member neglects or otherwise fails to pay their fees and dues within 30 days of the invoice date, the secretary shall send the member a past due notice and reminder. Where after, if the member still fails to pay outstanding invoices, the secretary shall send the member a second and final notice and reminder to pay, affording the member a final 30 days to fully pay and settle all outstanding membership fees and dues. If after such final notice, a member has not fully paid all its fees and duties, the secretary shall automatically terminate the membership of such company. Such termination does not require the vote or approval of the board of directors, and shall be immediately communicated to the general membership. A company whose membership has been terminated may only seek reinstatement to The Freight Club by completing and submitting a new online application. The approval of any such application shall be contingent upon the payment of any outstanding balances, and a re-application fee of USD1000, which shall be in addition to any regular membership fees and duties.

IV. The Structure of the association

Article 9 

The association known as The Freight Club must consist of and provide for:

A. The Annual General Meeting.
B. A Board of Directors consisting of a minimum of 4 directors, which represents a cross section and interests of the general membership as a whole.
C. An independent and autonomous auditing agency.

Article 10
The general meeting of the members shall take place annually and, unless circumstances prevent otherwise, within the first six months of the calendar year.
The summoning of the general membership meeting can be requires by a fifth of the current members.
Notice of the general meeting must be issued in writing to each member at least 21 days prior to the commencement of the meeting, and shall contain an agenda for the conference. Any item(s) of general business that a member desires to include in the agenda must be received by the secretary at least 14 days prior to the meeting.
The notice of the general membership meeting may be published in The Freight Club’s website and it is deemed that such notice is sufficient for the purpose of notifying the members. It shall be the obligation of members to regularly and continually monitor and check the website for updates and additional information about The Freight Club.
As in paragraph (8) (4) (b) planned, a member must be presentes at least each second year by a deputy at the annual general meeting. Omitting such participation can lead to the cancellation of the membership by the Freight Club.

Article 11
An extraordinary general meeting may be convened at the discretion of the board of directors, or upon request from a quorum consisting of at least one fifth (1/5) of the current membership. Notice of an extraordinary meeting must be given at least 30 days prior to the date proposed for that meeting.

Article 12
The official agenda for the Annual General Meeting must include the following items:

(i) – Approval of the minutes of the last general meeting.
(ii) – The presentation and approval of the report from the president and/or directors.
(iii) – The presentation and approval of the financial statements and the audited balance sheets, supported by the report from the auditing agency.
(iv) – The discharge of those members who fulfilled their tenure on the board of directors.
(v) – The election of new director and the appointment of the auditing agency.
(vi) – The evaluation of the annual budget, membership fees and dues.
(vii) The selection of the venue for the next conference and general meeting.
(viii) Approval of the by-laws.
(ix) General business.

Article 13
Agenda items at a general meeting requiring a vote shall allow, after proper scrutiny, for a simple majority. Provision for a secret ballot is only permitted, if and when requested by the majority of members present.

In the event of a tied vote, the president retains the right to exercise a casting vote.

Each legal entity, irrespective of the number of affiliated offices, shall be entitled to a single vote cast by the authorized representative. All members qualified to attend a meeting shall have equal voting rights.

In the event of any matters concerning the dispute, legal action, the intended discharge or any issues of that nature or kind between a member and the association, that member must exempt itself from voting on a decision referring to that matter and must leave the meeting venue to allow for open discussion.

Article 14
The board of directors shall consist of:
a) The President
b) The Secretary/Treasurer
c) A minimum of four directors

A member of the board may hold more than one commission. Members of the board can only be neutral persons.

Article 15
a) The board of directors shall consist of a minimum of four members and will be elected at an annual general meeting for a period of two years.
b) In the event that a serving board member resigns during the course of his tenure or is no longer in a position to remain as a member of the board, the president holds the right to appoint a replacement member until the next annual general meeting.
c) A replacement board member shall have the right to have his appointment confirmed at the next annual general meeting and upon confirmation, shall be permitted to serve for an additional term of twelve (12) months.
d) The quorum of the board of directors will consist of four of its members, with the chair of the quorum not entitled to case a vote.
e) In the absence of the president, the board of directors will be chaired by the immediate past president without entitlement of a casting vote.
f) The elected president must have served as a member of the board for at least two (2) continuous years prior to his/her appointment.
g) The president is selected for one term of office of two (2) years. The term of office begins with the end of the annual general meeting on the occasion of which the president was selected.

The President can be reelected only for an additional term of two (2) years, which corresponds to a maximum of four (4) years.
The board of directors shall nominate the incoming president who must be confirmed at the next annual general meeting by a simple majority vote of the attending members.

h) The board of directors should meet at least three (3) times a year. A meeting of the board shall be convened by the president or at the request of a member of the board.
i) The board of directors can appoint members of the association to serve in any committees so organized. Committees shall be chaired by a member of the board of directors.
j) The board of directors must formulate both a strategic plan and a budget for the annual general meeting to ensure that the aims and objectives of The Freight Club are achieved, along with future development of the association.
k) Each and every member of the board of directors shall not be legally liable or otherwise for any acts, deeds or omissions performed or committed on behalf of The Freight Club, and the association shall indemnify and hold directors harmless for any legal actions instituted against them in connection with services they render to the association in their capacity as a director.
j) On the occasion of the general membership meeting, the members with the majority of the quorum can dismiss all the members of the board of directors from important reason.

Article 16
The board of directors possess all the authority to operate and manage the day-to-day activities of the association as an ongoing concern, that are not otherwise expressly reserved for a general meeting, and included, but are not limited to:

(a) Preparation, planning and execution of the annual general meeting and any extraordinary general meetings.
(b) The financial affairs of the association.
(c) Composition of these by-laws, applications and regulations.
(d) Acceptance and exclusion of members.
(e) Appointment and hiring of administrative staff.

Article 17
The association is represented in the public by the board of directors, and members are not authorized to make any statements on behalf of The Freight Club. Official statements must be endorsed by two board members of the board of directors, one of which must be that of the president.

V. The Auditing Agency

Article 18
The fiscal year and the calendar year are the same. On the 31st of December of each year, the accounts payable and receivables shall be closed and posted, and a complete and accurate inventory taken.

Article 19
Before each annual general meeting the board of directors will submit the annual accounting of the TFC to the Members for the preceding financial year. At the annual general meeting during the Closed Member session the members will make their questions or require additional information of the financial activities of the TFC.

Article 20
The assets of The Freight Club consist of receipts from annual membership fees, initial enrollment fees, Conference Registration and any all other fees, dues or charges obtained from the membership, any surplus of the annual accounts, surplus from conferences, sponsorship monies and donations, receipts from the sale of stocks or assets, interest from investments, any other income received as well as property purchased, donated or otherwise obtained.

Any accumulated surplus shall be held and invested by the board of directors in reliable and secure establishments for the general well-being of the association. No such investments will be kept in establishments where a member of the board has vested interests.

Article 21 Only the assets of the association can be taken into account with respect to the liabilities of the association. The personal liability of members of the association shall be excluded.

Members whose membership has expired prior to the dissolution of the association have no right to the assets of the association.

VI. Dissolution

Article 22
The association may be dissolved by a decision taken at an extraordinary general meeting called for that purpose and taken by at least three quarters of the total number of valid votes cast at the meeting, with a quorum consisting of at least two thirds of the current members.

If a quorum is not achieved, then a second meeting shall be convened and held no sooner than fourteen days and no later than thirty days thereafter, and a decision may be taken about the proposal, as it was put forward at the previous meeting, irrespective of the number of members present or represented, provide there is a majority of at least three quarters of the valid votes cast.

Notice for an extraordinary general meeting for the dissolution of the association shall be given to each current member in writing, and each member shall confirm receipt of such notice.

When a decision to dissolve the association has been taken in accordance with this article, the board of directors will appoint a liquidator for such purpose. In the event that a liquidator is not appointed for whatever reason, the board of directors will be responsible for the liquidation.

Any favorable balance remaining shall be applied, as far as possible, in accordance with the aims and objectives of The Freight Club. The last general meeting decides over its application.

The association shall continue to exist after its dissolution as long as it may be necessary to effect its liquidation. The conditions specified in these by-laws and existing regulations, if any, shall remain in force as far as possible during the liquidation. Documents issued and announcements made by The Freight Club must show the words “in liquidation” after the name of the association.

The liquidator shall ensure that the dissolution of the association is published in the commerce trade register in which the association is registered.

The books and documents of the association shall be kept by the liquidator for a period of thirty years after liquidation has been completed.

Article 23
The official language of these by-laws is English. As these by-laws have to be submitted to the commercial register in St Gallen, Switzerland in the German language, an authentic translation is available. In case of dispute however, the English version shall prevail.