January 2004  || click here for a copy of the By-Laws in Microsoft Word

PREFACE

The National Confectioners' Logistics Council, Inc. was organized at a meeting of a representative group of traffic executives from confectionery manufacturers and importers (shippers) from the entire United States in Chicago on January 17, 1945. At a later meeting held in June at Pittsburgh; a Constitution and By-Laws were approved, and action was taken in all matters pertaining to the transportation of confectionery, chewing gum, chocolate and various raw materials necessary for the manufacture of these products.

It has become evident that our organization is indispensable, and out of our very small membership fee, we are obligated to pay for stationery, clerical work, postage, publication of bulletins and other expenses incidental to the maintenance of such a Council.

The Council is definitely not operated for profit, but is a medium whereby competitors in the confectionery industry can protect their mutual interest and interchange ideas concerning traffic and transportation matters. The Council also shall endeavor to keep all members informed as to transportation changes which affect the industry, and to take united action on various transportation problems which might arise and need adjustment.

In 2004, the Council formalized the inclusion in the organization of those who provide service to the confectionery shipping industry by broadening the membership to include all such service providers. This recognized the close, symbiotic relationship which had developed over the years and brought the truck companies, warehouse companies, pool distributors and others into full participation of all activities of the organization.

N.C.L.C. MISSION STATEMENT

The National Confectioners Logistics Council, Inc. is a non-profit independent organization of distribution and transportation professionals who are dedicated to improving their management skills and contributing to the business success of their respective companies and to growth in the logistics industry.

The purpose of N.C.L.C. is to emphasize the general mission of the organization, its values and its principles.

MISSION

A commitment to leadership in providing opportunities to members to improve their personal management skills while contributing to the creative growth in the logistics industry.

VALUES

To promote the highest level of professionalism in all related logistics areas.

To recognize the importance of individual and joint member contributions while ensuring professional and responsive communications.

To maintain an atmosphere of integrity and quality performance among the membership.

PRINCIPLES

To encourage the interaction of ideas and creative solutions leading to industry growth.

To cooperate with other organizations or associations having similar objectives to improve industry conditions.

To recognize the importance in keeping members informed of external distribution and transportation changes having potential industry impact.

To provide a forum for membership training and personal development.

BY-LAWS
OF
NATIONAL CONFECTIONERS
LOGISTICS COUNCIL INC.


Article I

OFFICES

The principal office of the corporation in the State of Maryland shall be located in the City of Gaithersburg, County of Montgomery. The Corporation may have such other offices, either within or without the State of Maryland, as the Board of Directors may designate or as the business of the corporation may require from time to time.

Article II

MEMBERS


SECTION 1. Membership. Membership in the corporation shall be restricted to confectionery importers, confectionary shipper associations, and manufacturers of confectionery, chewing gum and chocolate products and related products and those who provide service to such importers, associations and manufacturers.

Applications for membership shall be made to the Treasurer, who shall report same to the Board of Directors for decision as to acceptance.

Membership shall be continuous until terminated by formal resignation on the part of the member. Members who are in arrears in dues for more than three (3) months, will automatically be dropped from membership, and so advised by the Treasurer

SECTION 2. Dues. The members shall pay annual dues for the purpose of meeting expenses of the corporation, including clerical labor, postage, stationery, travel and incidental expenses, and such other expenses as, in the wisdom of the Board of Directors, are just and proper. The amount is to be set annually by the Board of Directors.

SECTION 3. Regular Meeting. A regular meeting of the members shall be held on a date and time to be determined by the Board of Directors, for the purposes of electing Officers and Directors, and for the transaction of such other business as may come before the meeting.

SECTION 4. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Co-Chairman or by the Board of Directors, and shall be called by the Co-Chairman at the request of not less than thirty-three percent (33 %) of all the members.

SECTION 5. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Maryland unless otherwise prescribed by statute, as the place of meeting for any annual meeting, or for any special meeting called by the Board of Directors.

SECTION 6. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than five (5), nor more than sixty (60) days before the date of the meeting, either personally, by E-mail or by Mail, by the Secretary, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership rolls of the corporation, with postage thereon prepaid. It shall be the responsibility of each member to keep his or her e-mail address current with the Council.

SECTION 7. Voting Lists. The Treasurer of the corporation shall make a complete list of the names and addresses of the members entitled to vote at each meeting of members, or any adjournment thereof. Such list shall be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.

SECTION 8. Quorum. In order to transact business, the presence of ten (10) members, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than a quorum of the members are represented at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting, may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

SECTION 9. Proxies. At all meetings of members, a member may vote in person or by proxy executed in writing by a member or his duly authorized Agent. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting, which proxy shall be cast by the Secretary unless another member is specifically authorized. No proxy shall be valid after three (3) months from the date of its execution.

SECTION 10. Voting by Members. Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members, except as set forth in Article III, Section 2.

SECTION 11. Informal Action by Members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Article III

BOARD OF DIRECTORS

SECTION 1.
General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The Board of Directors of the corporation shall be composed of twelve (12) directors and the officers. Each director shall hold office for a three (3) year term and until his successor shall have been elected and qualified, with not more than four (4) elected directors terms to expire annually. The Council secretary shall serve as Board secretary. Six (6) of the directors shall be representatives of the importers, associations and manufacturers (Shippers) and six (6) of the directors shall be representatives of those who provide service (Providers). In the election of the Shipper directors, only Shipper members shall vote. In the election of the Provider directors, only the Provider members shall vote.

SECTION 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately before or after, and at the same place as the annual meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of both Co-Chairmen or any three (3) Board members. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previous thereto by written notice, email or telephone to each director at his business address. Any director may waive notice of any meeting.

SECTION 6. Quorum. The presence of seven (7) of the officers and directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. No quorum shall exist unless there is present at the meeting either the Shipper Co-Chairman or the Shipper Co-Vice Chairman and the Provider Co-Chairman or the Provider Co-Vice-Chairman.

SECTION 7. 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 Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors and officers.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment by the Co-Chairmen. A director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.

SECTION 10. Presumption of Assent. A director or officer of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or officer who voted in favor of such action.

Article IV

OFFICERS

SECTION 1.
Number. The officers of the Corporation shall be two (2) Co-Chairmen, two (2) Co-Vice-Chairmen, Secretary, Treasurer, and two (2) Immediate Past Chairmen. Such other officers and assistant officers as may be deemed necessary may be elected by the membership.

SECTION 2. Election and Terms of Office. Officers of the corporation shall be elected by a vote of the majority of members present, at the annual meeting. The Shippers shall elect one (1) of their members as a Co-Chairman and one (1) as Co-Vice-Chairman. The Providers shall elect one (1) of their members as a Co-Chairman and one (1) as a Co-Vice-Chairman. The Secretary and Tresurer shall be elected by all the members. The term of office will be two years. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer, director or agent may be removed by the Board of Directors whenever in its judgment, the best interests of the corporation shall be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Co-Chairmen with ratification by the Board of Directors for the unexpired portion of the term.

SECTION 5. Co-Chairmen. There shall be two (2) Co-Chairmen, one (1) elected by the Shippers and one (1) elected by the Providers. Jointly, they shall serve as the principal executive officers of the corporation and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the corporation. They shall, when present, preside at all meetings of the members and of the Board of Directors. They may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws, to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general, shall perform all duties incident to the office of Chairman, and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Co-Vice-Chairmen. There shall be two (2) Co-Vice-Chairmen, one (1) elected by the Shippers and one elected by the Providers. In the absence of one (1) of the Co-Chairmen, the Co-Vice-Chairman representing the same portion of the membership shall perform the duties of that Co-Chairman. The Co-Vice-Chairmen shall perform such other duties as from time to time may be assigned by the Co-Chairmen or by the Board of Directors.

SECTION 7. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time, may be assigned to him by the Co-Chairmen or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law: (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; ( e) in general perform all duties incident to the office of Secretary, and such other duties as from time to time, as may be assigned to him by the Co-Chairmen or by the Board of Directors.

SECTION 9. Immediate Past Co-Chairmen. The Immediate Past Co-Chairmen shall be full voting members of the Board of Directors with all the rights and privileges of other officers.

Article V

CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION

SECTION 1.
Contracts. The Board of Directors may authorize any officers or agents, to enter into any contract, or execute and deliver any such instrument in the name of, and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time, be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed, shall be deposited from time to time, to the credit of the corporation in such banks or other depositories as the Board of Directors may select.

Article VI

FISCAL YEAR


The fiscal year of the corporation shall begin on the 1st day of February, and end on the 31st day of January in each year.

Article VII

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form" and shall have inscribed thereon the name of the corporation, and the state of incorporation, and the words "Corporate Seal."

Article VIII

WAIVER OF NOTICE


Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article IX

AMENDMENTS


The By-Laws may be altered, amended or repealed, and new By-Laws be adopted by a two-thirds vote of the Council at any regular or special meeting; except, as to name, object and qualifications for membership, a three-fourths (3/4) vote of the membership is required. Any change affecting only the Shippers shall only be voted on by the Shippers. Any change affecting only the Providers shall only be voted on by the Providers. Notice of all changes shall be bulletined to all members at least thirty (30) days before a vote is to be taken.

Article X

NOTICE


Any notice required to be given hereunder may be given by e-mail. It shall be the responsibility of each member and member representative to keep his or her e-mail address current with the Council.

Article XI

INDEPENDENT ACTION

Members of the Council shall not, in any way, abridge the right of individual action by a member, even though such action may be contrary to the position which the Council has taken. Either group, Shippers or Providers, may meet without the other to discuss issues appropriate to its group.

Article XII

ORDER OF BUSINESS


At all meetings of the members, the following shall be the order of business:

1. Roll Call
2. Reading of minutes of preceding meeting.
3. Treasurers report
4. Committee report
5. Unfinished business
6. New business

Meetings shall be conducted in accordance with Roberts Rules of Order. Article XII

Article XIII

OBJECTIVES


To develop and promote the interchange of ideas and information concerning traffic and transportation matters pertaining to the industry.

The Council shall endeavor to keep all members fully informed as to transportation changes which affect the industry.

To take united action in transportation problems, as may be deemed advisable by the general membership of the Board of Directors.

The Council is not operated for profit.

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Email
nclc@nclcworld.com

Marty Bourque
Lindt & Sprungli (USA) Inc.
(603) 501-9627
MBourque@lindt.com 

Dan Horgan
East Coast Warehouse & Distribution
(908) 351-2800 Ext 211
dhorgan@eastcoastwarehouse.com 

Jerry Gimmel, General Counsel NCLC
 (301) 840-8565
nclcinfo@gweblaw.com