BYLAWS OF
NATIONAL TANK TRUCK
CARRIERS, INC.

 

ARTICLE I
Name, Location and Corporate Seal

  1. The name of the Corporation is National Tank Truck Carriers, Inc.

  2. The principal office of this Association shall be located at 950 N. Glebe Road, Suite 520, Arlington, Virginia 22203-4181 or such other place as the Board of Directors may direct. The Corporation shall continuously maintain a registered office in the District of Columbia and such locations where its headquarters are located.

  3. The fiscal year of the Corporation shall be April first to March thirty-first.

ARTICLE II
Purposes, Vision, & Mission

  1. This Corporation is for the cooperative benefits of its members.

  2. The Corporation’s Vision is to serve as the voice and recognized resource of the tank truck industry.

  3. The Corporation’s Mission is to Champion safety and success in the tank truck community through advocacy and education.

ARTICLE III
Membership

There shall be three categories of membership; Carrier Members, Fleet Associate Members, and Vendor Associate Members, each with the rights and obligations specified below, and as may from time-to-time, further be specified by the Board of Directors. Dues and dues payment schedules for each membership category shall be as determined by the Board of Directors after the Board of Directors has received and considered recommendations regarding such dues from the Budget and Finance Committee. At its discretion, the Board of Directors may create additional membership categories and related membership qualifications and dues.

  1. Carrier Members – A Carrier Member must be any person, firm, partnership, association, corporation, or entity engaged in the operation of one or more tank trucks as an authorized for-hire motor carrier. Carrier Members shall be voting members and may hold office in the Corporation.

  2. Fleet Associate Members – A Fleet Associate Member must be private fleet operators, distributor entities, firms, partnerships, or corporations hauling goods whose primary business activity is not transportation services. Fleet Associate Members do not have the right to vote and shall not be eligible to hold office in the Corporation.

  3. Vendor Associate Members – A Vendor Associate Member must be a supplier and/or vendor entity, firm, partnership, or corporation who sell products and services to entities, firms, partnerships, and/or corporations that operate tank trucks. Vendor Associate Members do not have the right to vote and shall not be eligible to hold office in the Corporation.

  4. Membership Applications – Membership applications shall be in such form as may be prescribed by the Board of Directors and shall be submitted to the Secretary or President who shall have the authority to approve or reject such membership applications consistent with these Bylaws and the Corporation’s policies and procedures. Upon approval of the membership application, the Corporation shall issue a Certificate of Membership to such member.

  5. Dues Delinquency – Any person who is a member of the Corporation, or any executive of any firm, partnership, association, corporation, or entity that is a member of the Corporation whose dues payments are in arrears by more than three (3) months prior to the next annual meeting of the membership shall not be eligible for election to the Board of Directors. Any person, firm, partnership, association, corporation, or entity who is a member of the Corporation and who fails to pay dues within sixty (60) days from the date when such dues are to be paid, shall be contacted by the President. Unless such member provides good cause for additional time to pay the membership dues, as determined by the Corporation in its sole discretion, if such person, firm, partnership, association, corporation, or entity payment does not pay such delinquent dues within one-hundred and eighty (180) days from the dues invoice date, the Corporation, in its sole discretion, may notify such member that its membership status is terminated, and such termination shall be effective immediately.

  6. Designated Member – Unless the context requires otherwise, the term "Member" shall be construed to include any person who is a Carrier Member or the designated officer, partner, employee or agent of an entity that is a Carrier Member who is duly authorized to represent such Carrier Member.

    ARTICLE IV
    Membership Meetings

  1. Membership Meetings - All membership meetings shall be held at such time and place as shall be designated in the notice of the meeting. All members may attend all membership meetings, but only Carrier Members shall have the right to vote at any membership meeting.

  2. Annual Meetings – An annual meeting of the membership shall be held each year at a time and place determined by the Board of Directors (“Annual Meeting”). The Carrier Members shall fill all vacancies on the Board of Directors at the annual meeting from the slate of nominees presented by the Nominating Committee and/or from the floor. The membership shall transact such other business as may be properly brought before the Corporation.

  3. Quorum – A quorum of the membership of the Corporation shall consist of at least ten percent (10%) of the Carrier Members in good standing being present in person or by proxy at a membership meeting.

  4. Special Membership Meetings – Special membership meetings may be called by the Chairman of the Board of Directors or the Executive Committee for any purpose or purposes.

  5. Meeting Notices – Written notice of the annual meeting, or any special meeting of the members, shall state the time, place and the purpose of the meeting, and shall be mailed electronically or by mail, postage prepaid, at least (15) fifteen days before the meeting to each member at such address as appears on the books of the Corporation. Nothing herein shall prevent Carrier Members from taking action on other business, even though such business may not be included in the notice.

  6. Voting – At each membership meeting, each Carrier Member in good standing shall have one (1) vote. Action at all membership meetings shall require the affirmative vote of a majority of Carrier Members at a meeting at which a quorum is present. Carrier members may vote at any meeting by a duly designated proxy. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided by law.

  7. Roster – A complete list of the Carrier Members entitled to vote at any election at any membership meeting, arranged in alphabetical order, shall be prepared by the President and it shall at all times be open to the examination of any Carrier Member during the Corporation’s normal business hours.

    ARTICLE V
    Directors

  1. Directors – The property and business of this Corporation shall be managed by its Board of Directors. The Board of Directors shall be elected in accordance with Article IV, Section 2 of these Bylaws. Each Director shall have a one (1) year term and Directors may serve consecutive terms. Each Director shall be elected to serve until his successor is elected. The Board of Directors may only consist of individuals who are Carrier Members, and no more than two (2) individuals employed or otherwise representing a single Carrier Member firm may serve as Directors at any given time. For each year, at the time of the election of the Board of Directors, the size of the Board of Directors (excluding Past Chairman and the President) shall not be less than ten percent (10%) and not more than twenty percent (20%) of the Carrier Members. The Board of Directors shall include current members of the Executive Committee, and the Past Chairmen who remain active in the management of their entities, firms, partnerships, corporations who are Carrier Members. Past Chairmen and Officers of the Association shall not count towards a Carrier Member firm’s maximum of two (2) representatives eligible to serve at any given time.All other Board members shall be elected by the Carrier Members in accordance with these Bylaws.

    1. Past Chairmen – Any person who has served as Chairman of the Board of Directors of the Corporation, shall automatically become a Past Chairman, and shall serve in that capacity, and shall be a voting member of the Board of Directors, unless the Board of Directors, in its sole discretion, by a majority vote of the Board of Directors at a meeting at which a quorum is present determines that such Past Chairman’s status as a Director should be terminated.

    2. Directors Emeritus – A Past Chairman who no longer is actively employed with a Carrier Member automatically shall become a Director Emeritus with no voting or office holding privileges in the Corporation and such Director Emeritus shall not be counted in connection with the size of the Board of Directors.

  1. Meeting Sites – The Directors may hold their meetings at the office of the Corporation or at such other place or places as they may from time-to-time determine.

  2. Responsibilities –

    (a) The Board of Directors shall select all Officer positions.

    1. The Board of Directors shall have the power, in general, to do all lawful things, and exercise all lawful powers, which will promote the objectives and purposes of the Corporation.

    2. The Board of Directors shall have power to appoint such committees as it deems advisable.

  3. Meetings – The Board of Directors shall meet immediately after the Annual Meeting, and no notice of such meeting shall be necessary for those Directors newly elected at the Annual Meeting. Regular meetings of the Board of Directors may be held at such intervals as shall be determined from time to time by resolution of the Board of Directors and may be held without notice of the date, time and place, other than an announcement regarding the date, time and place at the last previous regular meeting of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman on at least five (5) days' written notice of the time, place and purpose thereof, which notice shall be delivered to each Director. Special meetings also may be called by the Secretary upon the Secretary’s receipt of a written request of at least five (5) Directors and provided that such meeting occurs no sooner than five (5) days after the delivery of written notice to the Directors of the time, place and purpose thereof upon. Meetings of the Board of Directors may be conducted by telephone and/or video conference call in accordance with District of Columbia law. Notwithstanding the requirements set forth herein, a Director may waive notice of the date, time and place of a meeting. Attendance at a meeting shall constitute a waiver of notice, except where the Director attends the meeting for the express purpose of objecting to the conduct of business on the grounds that the meeting was not lawfully called or is not lawfully convened. A written statement filed with the Board of Directors either before or after a meeting is held, which recites knowledge if the date, time and place of the meeting and specifically waives notice thereof, also shall be effective to dispense with the requirements for prior written notice to such Director.

  4. Quorum – One third (1/3) of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.

  5. Actions - The act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

  6. Actions without Meeting – Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all the members of the Board of Directors or committee as the case may be. Such unanimous written consent shall have the same force and effect as a majority vote of the Board of Directors, and may be described as such in any document executed by the Corporation.

  7. Removal – A Director or Director Emeritus may be removed from the Board of Directors by a vote of two-thirds (2/3) of the Directors then in office voting at a meeting of the Board of Directors.

  8. Vacancies – Any vacancy in the Board of Directors shall be filled by a majority vote of the Directors present at any meeting of the Board of Directors at which a quorum is present or by the unanimous written consent of the Board of Directors.

ARTICLE VI
Officers

  1. Officers – (a) The Officers of the Corporation shall be chosen by the Board of Directors at their first meeting after the annual election of the Board of Directors. The Officers shall be the: (a) Chairman of the Executive Committee; (b) Chairman of the Board; (c) three (3) Vice Chairmen, one (1) of whom shall be designated First Vice Chairman; (d) Treasurer; (e) Secretary; (f) Chairman of the Nominating Committee; (g) Chairman of the Advocacy Committee; (h) three (3) Members At-Large; (i) Chairman of the Audit Committee; and (j) President. Except for the President, each officer must be an individual who is an executive of a Carrier Member firm, partnership, association, corporation, or entity.No more than one (1) individual employed or otherwise representing a single Carrier Member may serve as an Officer at any given time.

          (b) The Officers shall be selected from among the Board of Directors. The             Board of Directors may appoint such other officers and agents, as it shall deem necessary. All Officers, with the exception of the President, shall not receive any fixed salaries or other compensation.

  2. Chairman of the Board –

          (a) The Chairman of the Board shall be elected at the Annual Meeting and shall preside at all meetings of the Board of Directors. The Chairman of the Board’s term as Chairman of the Board shall be one (1) year and the Chairman of the Board shall not be eligible to serve in that capacity at the expiration of his/her one (1) year term.

          (b) The Chairman of the Board shall act as Vice Chairman of the Executive Committee.

          (c) The Chairman of the Board shall appoint the Chairmen for all Special Committees.

          (d) The Chairman of the Board shall appoint one (1) representative and one (1) alternate       representative to serve on the American Trucking Association Executive Committee. The appointed representative and alternate representative each must be a member in good standing of the American Trucking Associations. The appointed representative and alternate representative each shall serve in such capacity for a one (1) year term and shall be eligible to serve in that capacity for more than one (1) term.

  3. Chairman of the Executive Committee – The office of Chairman of the Executive Committee automatically shall be occupied by the most recent Chairman of the Board upon completion of his/her term as Chairman of the Board, provided he/she is actively employed with a Carrier Member. The Chairman of the Executive Committee shall be the chairman at all meetings of the Executive Committee and shall perform such services as may be requested of him/her by the Board of Directors and/or the Executive Committee. The Chairman of the Executive Committee shall become Chairman of the Nominating Committee upon completion of his/her term as Chairman of the Executive Committee.

  4. Vice Chairmen – After the election of the Board of Directors at the Annual Meeting, the Board of Directors shall select the three (3) Vice Chairmen, one (1) of whom shall be designated by the Board of Directors as First Vice Chairman. Each Vice Chairman shall have a one (1) year term and may not serve as a Vice Chairman for more than three (3) consecutive terms. The Vice Chairmen are members of the Board of Directors and Executive Committee. They shall provide leadership to members by way of involvement on Committees and at Membership and other meetings. If the First Vice Chairman is unable to continue in his/her duties, the Chairman of the Board shall select one (1) of the other two (2) sitting Vice Chairmen to assume that role of First Vice Chairman for the remainder of the term.

    The First Vice Chairman shall assume the duties of the Chairman of the Board in the temporary absence or disability of the Chairman of the Board or, in the event of death or resignation of the Chairman of the Board, and shall continue to be the Chairman of the Board until the next annual meeting of the Board of Directors. The Carrier Members shall consider the First Vice Chairman as being entitled to first consideration for election to the Chairman of the Board Officer position and shall, by custom, be elevated to that Office unless there shall be unusual or special reasons of compelling importance for the Carrier Members to conclude the contrary.

  5. Treasurer – The Treasurer shall be elected at the Annual Meeting. The Treasurer shall have the custody of all monies and funds of the Corporation and shall cause for the disbursement of the funds of the Corporation as he may be directed by the Board of Directors or by the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board and to the Board of Directors at the quarterly Board of Directors’ meetings, and as may be required of him/her, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall be the Chairman of the Budget and Finance Committee. The Treasurer shall perform all duties incident to the Office of Treasurer as shall be required by the Board of Directors. In the absence of the Treasurer, the Chairman of the Board shall assume the duties incident to the Office of Treasurer and as shall be required of him/her by the Board of Directors. The Treasurer’s term shall be one (1) year and the Treasurer shall be eligible to serve in that capacity for more than one (1) term.

  6. Secretary – The Secretary shall be elected at the Annual Meeting. The Secretary shall: (a) issue notices for all meetings of the Carrier Members and of all meetings of the Board of Directors; (b) keep the minutes of all meetings of the Carrier Members and of all minutes of the Board of Directors; (c) have charge of the corporate seal and the minute book; and, (d) make all reports and perform all such duties as are incident to the Office of the Secretary and/or are required by the Board of Directors, and/or by the Chairman of the Board. In the absence of the Secretary, the President shall assume the duties incident to this Office of Secretary and as shall be required of him by the Board of Directors. The Secretary’s term shall be one (1) year and the Secretary shall be eligible to serve in that capacity for more than one (1) term.

  7. Chairman of the Audit Committee – The Chairman of the Audit Committee must be a member of the Budget and Finance Committee as selected by the Nominating Committee. The Chairman of the Audit Committee shall be responsible for examining the financial affairs and operations of the Corporation, and shall make appropriate recommendations regarding the Corporation’s audit and financial affairs to the Executive Committee and Board of Directors. The Chairman of the Audit Committee’s term shall be one (1) year and the Chairman of the Audit Committee shall be eligible to serve in that capacity for more than one (1) term.

  8. Chairman of the Advocacy Committee – The Chairman of the Advocacy Committee shall be elected at the Annual Meeting. The Chairman of the Advocacy Committee shall select members of the Advocacy Committee. The Chairman of the Advocacy Committee shall lead the Advocacy Committee on a continuing basis to establish the legislative priorities of members and recommend strategies to achieve results favorable to the tank truck industry. The Chairman of the Advocacy Committee’s term shall be one (1) year and the Chairman of the Advocacy Committee shall be eligible to serve in that capacity for more than one (1) term.

  9. Chairman of the Nominating Committee – The Chairman of the Nominating Committee shall be the most recent past Chairman of the Executive Committee. He/she shall be responsible for leading the Nominating Committee and the nominations process as set forth in Article VII, Section 3. The Chairman of the Nominating Committee’s term shall be one (1) year and the Chairman of the Nominating Committee may not serve as a Chairman of the Nominating Committee for more than the one (1) term.

  10. Member At-Large – Each year, three (3) Members At-Large shall be selected by the Chairman of the Board of Directors within one (1) month from when the Chairman of the Board of Directors is elected. The Members At-Large shall be Board Members and Executive Committee members. The Members At-Large’s terms shall be one (1) year and the Members At- Large shall be eligible to serve in that capacity for more than one (1) term.

  11. President – The President shall be a voting member of the Board of Directors and the Executive Committee. The Board of Directors shall employ the President who shall direct the business affairs of the Corporation, under the supervision of the Executive Committee and the Chairman. The President shall have the authority to enter into contracts in the name of the Corporation. The Executive Committee shall fix the President’s remuneration. The Executive Committee shall fix the exact duties and powers of the President. The President shall have no term or term limitations except as may be set forth in a written agreement between the Corporation and the President.

  12. Vacancies – Any vacancy created by the death, resignation or elevation of an elected Officer shall be filled by the Board of Directors at any meeting of the Board of Directors at which a quorum is present or by the unanimous written consent of the Board of Directors.

ARTICLE VII
Committees

  1. Standing Committees –

                (a) The following committees shall be designated as "Standing Committees": (i) Executive Committee; (ii) Nominating Committee; (iii) Budget and Finance Committee, (iv) Advocacy Committee; and (v) Audit Committee.

                (b) Agendas – The Chairman of each Standing Committee, along with the Corporation’s staff, shall formulate the agendas for each Standing       Committee.

                (c) Meetings – Each Standing Committee Chairman may hold meetings in conjunction with the regularly scheduled Board of Directors’ meetings or as        deemed necessary by the Standing Committee Chairman.
               

                (d) At the request of a Standing Committee Chairman, a Standing   Committee may invite individuals from organizations outside the organized trucking industry, whose functions are pertinent to the for-hire tank truck transportation industry, may be invited to attend and participate in specified Standing Committee meetings, provided, however,             that such invitees shall not be entitled to vote at any such meetings.

  2. Executive Committee – The Executive Committee shall: (a) consist of the Officers of the Corporation set forth in Article VI, Section 1; (b) have the authority to act between meetings of the Board of Directors, and (c) appoint such other committees as it deems advisable. The Executive Committee shall: (w) appoint all agents of the Corporation and prescribe their duties and fix their compensation; (x) bond Officers, agents and employees of the Corporation, as may be necessary, in such amounts and with such sureties as may be deemed advisable; (y) designate depositories for the funds of the Corporation; and (z) provide the manner of signing checks, notes, bills and other evidences of indebtedness of the Corporation. If the immediate Past Chairman is unable to fulfill the function of Chairman of the Executive Committee, then the then current Chairman of the Board shall serve as Chairman of the Executive Committee. Whenever possible, the Executive Committee shall meet prior to Board of Directors’ meetings and at such times as may be called by the Chairman of the Executive Committee. The Executive Committee shall report to the Board of Directors.

  3. Nominating Committee – The Nominating Committee shall be chaired by the prior Chairman of the Executive Committee, provided that such person remains actively affiliated with a Carrier Member company. If the prior Chairman of the Executive Committee is unable to fulfill the function of Chairman of the Nominating Committee, then the then current Chairman of the Executive Committee shall serve as Chairman of the Nominating Committee. The members of the Nominating Committee shall consist of four (4) Past Chairmen. Each year, the Chairman of the Board will select the Nominating Committee members for that year. The Chairman may, at their option, designate up to two (2) Directors who are not Past Chairmen to serve on the Committee.In addition, any former Chairman of the NTTC may, at their option, be a voting member of the Nominating Committee. The Nominating Committee shall meet each year at the Annual Meeting. The purpose of the Nominating Committee meeting shall be to prepare and propose a recommended slate of nominees to serve as Directors. Such meeting shall be in an executive session.

  4. Budget and Finance Committee –

                (a) The Budget and Finance Committee shall consist of the: (a) Treasurer; (b) Chairman of the Board; (c) immediate Past Chairman of the Board; (d) First Vice Chairman; (e) Chairman of the Audit Committee; and (f) two (2) Directors to be appointed by the Chairman of the Board. The Treasurer shall be the Chairman of the Budget and Finance Committee. The Chairman of the Board shall be the Vice Chairman of the Budget and Finance Committee.

                (b) The Budget and Finance Committee shall make such recommendations to the Board of Directors as it deems advisable with respect to dues, investments, budgets and other budget and finance matters during the corporation’s fiscal year.

                (c) The Chairman of the Budget and Finance Committee shall: (i) present the Budget and Finance Committee’s recommendations to the Board of Directors at the Annual Meeting; (ii) present a summary report at each quarterly meeting of the Board of Directors; and (iii) report about the annual audit to the Members at the Annual Meeting. Upon a Carrier Member’s request, the Budget and Finance Committee shall provide such Carrier Member with a copy of the Corporation’s budget and/or audit.

  5. Advocacy Committee – The Advocacy Committee shall monitor, recommend and establish the legislative priorities of members and recommend strategies to achieve results favorable to the tank truck industry. The Advocacy Committee shall consist of not more than fifteen (15) Directors or Carrier Members.

  6. Audit Committee – The Audit Committee shall monitor and review the corporation’s finances and its books, provide necessary documents to outside professionals so that the corporation’s finances may be audited according to Generally Accepted Accounting Principles, and present the corporation’s audited financial statements to the Budget & Finance Committee.The Audit Committee shall consist of the Chairman of the Audit Committee.If for any reason the Chairman of the Audit Committee is unable to fulfill these functions, the Treasurer shall act as the Chairman of the Audit Committee.

ARTICLE VIII
Notices

  1. Whenever under the provisions of these Bylaws notice is required to be given to any Director or Member, it shall not be construed to mean personal notice, but such notice may be given in writing, electronically or by surface mail, by depositing the same in the post office or letter box in a postpaid, sealed wrapper addressed to such Director or Member at such address as appears in the records of the Corporation. The person entitled to such notice, whether before or after the time stated therein, may waive any notice required to be given under these Bylaws.

ARTICLE X
Indemnification

  1. Scope –

            (a) Each person who acts as a Director, Officer and/or Committee Member of the Corporation or who is an employee of the Corporation, shall be indemnified by the Corporation to the maximum extent permitted by law against expenses and damages actually and necessarily incurred by him/her, when incurred, in connection with the defense of any action, suit or     proceeding in which he/she is made a party by reason of his being or having been a Director, Officer, Committee Member, or employee of the        Corporation, including any judgments rendered or damages accessed, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding, to be liable for gross negligence or willful misconduct in the performance of his/her duties.

            (b) The right of indemnification provided herein shall inure to each Director, Officer, Committee Member and employee whether or not he/she is such a Director, Officer, Committee Member or employee at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his/her heirs and assigns.
           

ARTICLE XI
Amendments

  1. These Bylaws may be altered, amended or repealed only by the affirmative vote of a majority of the Carrier Members at any meeting at which a quorum is present, or by the affirmative vote of a majority of the Board of Directors at any meeting of the Board of Directors at which a quorum is present, or by the unanimous written consent of the Board of Directors, provided that such Carrier Members or Board of Directors, as the case may be, shall have been provided with the proposed alteration, amendment or repeal in the written notice of such meeting; and further provided, however, that no change of the date, time or place for the election of the Board of Directors shall be made less than sixty (60) days prior to the date on which such election is to be held. In the event of a proposed change of the date, time or place of the Election of the Board of Directors, notice thereof shall be given to each Carrier Member at least twenty days (20) prior to such election.

 

 

NTTC Bylaws 2020
(Adobe PDF File)