BY-LAWS OF THE U.S. EXPORTERS COMPETITIVE MARITIME COUNCIL

1.0 NAME, PURPOSE AND MISSION

The U.S. Exporters Competitive Maritime Council has been formed to address the issues regarding the export of Project Cargo and associated equipment from the United States that affect shippers and their customers. Included in the interests of the U.S. Exporters Competitive Maritime Council are the rules and regulations governing shipping of materials financed through the Export-Import Bank of the United States (EX-IM Bank) and other shipments subject to cargo preference regulations. The U.S. Exporters Competitive Maritime Council will also review the consequence of the U.S. Maritime Administration interpretation of, policy decisions related to development of, and enforcement of the applicable regulations.

1.1. Name

The name of the organization shall be “U.S. Exporters Competitive Maritime Council”.

1.2. Purpose

To represent the interests of United States exporters with respect to project cargo, export trade, transportation and regulatory issues.

1.3. Mission

The Exporters Competitive Maritime Council (ECMC) is an alliance of project cargo industry representatives working together to support, foster, and maintain the competitive advantage of U.S. domiciled companies in international trade through participation in and development of key initiatives.

2.0 MEMBERSHIP

2.1 Member Status

2.1.1 There shall be one class of voting members, composed of the member companies ratified by ECMC as set forth below. Each voting member’s rights and interests shall be equal.

2.1.2 There shall be a second class of non-voting individual members, composed of former ECMC member delegates who meet the criteria set by ECMC for continued participation as reflected in the ECMC Membership policy then in effect.

2.2 Company Eligibility

ECMC membership privileges will be granted to companies that have active interests and involvement in maritime and related issues of identified concern to the council. Member

companies may include shippers, freight forwarders and related independent companies without discrimination, provided that the membership reflects the ratio of company types reflected in the ECMC Membership Policy then in effect. Each voting member shall be entitled to select one (1) member representative and one (1) alternate in accordance with the ECMC Membership Policy.

2.3 New Member Selection

2.3.1 Any current ECMC member in good standing may recommend a candidate for membership in the ECMC. Recommendations for new members are to be forwarded to the chairman of the membership committee. Each candidate for membership shall complete an application in accordance with the ECMC Membership policy, and the chairman of the membership committee shall follow the guidelines set forth in the Policy for evaluating any such nomination.

2.3.2 Once the Executive Committee has voted to extend an invitation to join the ECMC the full membership must vote on acceptance. A simple majority will be required to grant membership. Membership becomes official once the following things have taken place: (1) the new member signs a written acknowledgment and acceptance of the ECMC bylaws and compliance documents; and (2) the new member attends their first meeting as a member.

2.3.3 Once the Executive Committee has voted to extend an invitation to join the ECMC the full membership must vote on acceptance. A simple majority will be required to grant membership. Membership becomes official once the following things have taken place: (1) the new member signs a written acknowledgment and acceptance of the ECMC bylaws and compliance documents; and (2) the new member attends their first meeting as a member.

2.4 Revocation of Membership or Loss of Voting Privileges

The executive committee may consider revocation of membership, banning an individual from ECMC membership, and suspension of membership voting privileges for violation of ECMC bylaws or other ECME policies, violations of the Antitrust Compliance Guidelines, violations of law, or for other reasons the executive committee determines warranted. In considering any of these penalties, the executive committee shall follow the guidelines set forth in the ECMC Membership Policy then in effect.

3.0 OFFICERS AND DUTIES

3.1 Officers

The officers of this organization will be chairman, president, vice-president, secretary, and treasurer. No Member, and no Member Representative, shall hold more than one office at a time.

3.2 Term

The officers will serve for a period of two years. Prior to the expiration of the term, the president will appoint a nominating committee for the purpose of selecting and recommending nominees for any or all offices to the membership for their consideration at a general membership meeting, subject to nominations from the floor by qualified members.

3.3 Emergency Succession of Officers

In the event that an officer relinquishes his or her office during their term, the line of succession is as follows: vice-president would succeed president; secretary would succeed vice-president; treasurer would succeed secretary; in the event that a vacancy of a president, vice-President or secretary is not filled, nominations will be taken from the general membership and an election held at the next general meeting. In the event a chairman relinquishes his or her office, the executive committee shall select a successor to complete the remaining term, giving preference to Member Representatives who have previously served in leadership roles for the organization.

4.0 COMMITTEES

4.1 Standing Committees

The ECMC shall establish the following Committees as permanent or standing committees.

4.1.1 Executive Committee

The executive committee may consider revocation of membership, banning an individual from ECMC membership, and suspension of membership voting privileges for violation of ECMC rules, failure to actively participate and support the council, actions specifically mentioned as not being permitted by these by-laws, violations of the Antitrust Compliance Guidelines, or for other reasons the executive committee determines warranted.

4.1.1.1 Membership

All current ECMC officers are executive committee members. The ECMC chairman is the committee chair.

4.1.1.2 Purpose

The purpose of the executive committee is to provide leadership, management, and guidance of the ECMC.

4.1.1.3 Executive Committee Meetings

The chairman will conduct meetings as necessary. Any officer can request the chairman to call a meeting. All meetings shall be documented to the degree necessary to comply with Section 5.0 General Membership Meetings. The chairman shall present to the general membership a summary of each executive committee meeting conducted since the last general membership meeting.

4.1.2 Membership Committee

4.1.2.1 Membership

The president shall appoint at least two (2) and no more than five (5) members to this committee. Membership on the committee is subject to review and to change whenever officer elections are held. The president shall appoint a committee chair from the committee membership.

4.1.2.2 Purpose

The membership committee shall be responsible for identifying, discussing, and making recommendations to the ECMC regarding issues affecting ECMC membership.

4.1.2.3 Membership Committee Meetings

The membership committee shall meet as necessary to discuss nominees and applications for new membership, and make subsequent recommendations to the general membership as discussed in Section 2.0. The membership committee shall meet as necessary to address issues directed to the committee by the president. The membership committee chair is responsible for documenting all meetings to the degree necessary to comply with Section 5.0 General Membership Meetings.

4.2 Ad Hoc Committees

When deemed necessary, the president shall establish committee to address specific purposes and issues.

4.2.1 Membership

In each case, the president shall appoint at least two (2) and no more than five (5) members to serve on each committee. The president shall also appoint a committee chair from the named members.

4.2.2 Meetings

The committee chair shall determine when and how often the committee shall meet. The intent is to meet only as often as is necessary to accomplish the purpose of the committee. The committee

chair is responsible for organizing and running committee meetings, documenting the meetings, and reporting on the progress of the committee to the general membership.

5.0 MEETINGS

5.1 Frequency

5.1.1 The general membership will meet at least annually and on an as needed basis as directed by the president.

5.1.2 Committee meetings will meet as necessary and on an as needed basis as directed by the committee chairman.

5.2 Notification

5.2.1 At each meeting of the general membership, the president will be responsible for announcing the time and place for the next meeting, subject to approval by the general membership. The president may use email to call “as-needed” meetings and to receive acceptance by general membership.

5.2.2 The committee chairs are responsible for informing committee members about the date, time, place, and method for holding committee meetings.

5.3 Rules of Order

Robert’s Rules of Order will govern the business deliberate, decisions and conduct of all committees and general membership meetings.

5.4 Attendance

Members will attend at least one (1) meeting of the general membership annually. If a member fails to attend at least one meeting of the general membership in any twelve month period, the executive committee may suspend the member’s voting privileges. The member’s voting rights will automatically be reinstated at the end of the suspension, subsequent to the next meeting attended by the member.

5.5 Quorum

5.5.1 General Membership

5.5.1.1 Quorum

A quorum at any general membership meeting will consist of no less than five (5) voting members in good standing, and will be presided over by the chairman, president, vice-president, secretary, or treasurer.

5.5.1.2 Voting

For purposes of proposing and adopting resolutions at ECMC meetings or by electronic mail, a quorum will exist only to the extent the simple majority of shipper members is in a position to vote on the stated resolution.

5.5.2 Committees

A quorum shall consist of at least two (2) members assigned to the committee, including the committee chair.

5.6 Minutes

5.6.1 All meetings of the general membership and of the committees will be documented. The full minutes will be published to the members through the general membership meetings.

5.6.2 No member of the ECMC may release, or cause to be released, the minutes or summary of meetings or discussions of the general membership or of any committee meeting, to any party external to his own company or legal counsel.

6.0 EXTERNAL COMMUNICATIONS

6.1 The chairman and president are solely responsible for all communications external to the ECMC. This includes all written and verbal communication. Any member of ECMC providing written or verbal communication outside of the ECMC membership must get written approval of the chairman and president.

6.2 No member of the ECMC may utilize the name of the ECMC in furtherance of his own specific objectives in dealing with the government, marine carriers, or suppliers/vendors and subcontractors.

6.3 No member of the ECMC will represent himself as a spokesperson for the ECMC to any party without the written consent of either the chairman or the president.

6.4 No communications concerning the activities of the ECMC will be released to the press by any individual member. All such communication will be properly documented by the ECMC or properly designated sub-committee member and approved by the chairman or the president.

6.5 All communications made on behalf of the ECMC with government agencies, representatives of the Administration or House of Congress will be properly documented and approved prior to submission by the chairman or the president.

6.6 ECMC members shall refer to the chairman or the president any requests for comments or opinions made by any person employed by or acting as a representative of the press, any publication, the government, a carrier, or other logistics service provider.

7.0 AMENDMENTS

7.1 Submission

Recommendations for amendment to these by-laws may be submitted in writing by any member in good standing at any meeting of the membership or to the executive committee at any time. These by-laws may be amended by a majority vote provided written notice of proposed changes are sent each member before the meeting at which the by-laws are to be amended.

7.2 Adoption

Every amendment when presented as outlined in 7.1. Submission above shall be voted on at the next general membership meeting, and will be adopted only by majority of eligible members present at said meeting and voting by secret ballot. Any proposed changes of these articles must be submitted to the entire active membership before it may be legally voted upon by the membership.

8.0 ANTITRUST

8.1 Compliance

Members of ECMC may be direct and indirect competitors. They may also be suppliers of goods or services to other members. The guidelines detailed below will be strictly enforced. All members must agree to and abide by these rules to remain participants.

8.2 Antitrust Compliance Guide

All members shall have a copy of the ECMC’s Antitrust Compliance Guide dated April 1998. All members are required to comply with all sections of the guide.

8.3 Topics To Be Avoided

During meetings of general membership or committees, there will be no discussion by any member of the ECMC or guests of any of the following topics:

8.4 Internal Lobbying or Solicitations

Discussion of matters between members and with invited guests is important to arrive at consensus and help members understand the facts behind the issues before them. However, no member company or guest shall attempt to improperly influence the vote of another member company with which it may have or will have a business relationship (i.e. such as between a shipper and a freight forwarder).

9.0 DISSOLUTION

9.1 Submission

9.1.1 Motion to Dissolve

At any time, any member in good standing may submit a motion in writing to dissolve the ECMC. The motion must contain an explanation about why dissolving the ECMC is in the interest of the members, and propose the time or date for dissolving the ECMC.

9.1.2 Timing of Submission

A motion to dissolve must be submitted to all members in writing at least two (2) weeks in advance of the general membership meeting at which the resolution to dissolve will be discussed and voted on by members in attendance.

9.1.3 Voting

A motion to dissolve must receive three quarters (75%) of the votes of members in attendance at the general membership meeting to pass.

9.2 Notification

When a motion to dissolve has passed, the chairman will issue a notice announcing the decision to all members and other organizations as deemed appropriate by the executive committee.

9.3 Disposal of Assets

If the ECMC votes to dissolve as described in 9.1 above, the assets will be transferred to the immediately succeeding organization. If there is no succeeding organization, the assets will be returned to those active members providing the assets, for them to return to the companies they represent.

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