Chapter By Laws

CONSTITUTION

ARTICLE I. ORGANIZATION NAME

The members of this Chapter, mindful of the vital importance of our transportation system in peacetime and its significance to the defense of the Free World, its indispensability in the economic development and security of our country, and its impact on energy needs and environmental concerns, associate themselves for active duty in this patriotic, educational, and scientific transportation organization, the name of which shall be the San Antonio, Texas Chapter, National Defense Transportation Association.

ARTICLE II. OBJECTIVES

The objectives of the Chapter shall be:

To do no act or thing prohibited by or inconsistent with its status as a nonprofit corporation as defined by Section 501 (c) (3) of the Internal Revenue Code of 1986 (formerly known as the Internal Revenue Code of 1954), and the Regulations pertaining thereto, relating to tax exempt corporations. To do any and all acts and things, not for profit, necessary or useful to the accomplishment of the objects and purposes of the Chapter. To provide a common forum to discuss and enhance programs designed to provide transportation preparedness for peacetime needs and the defense of the Free World.

To maintain an awareness among the members of the Chapter, and to inform the public of the critical importance of safe and effective transportation to the individual, the industry and the national leaders.

To provide active assistance, by study and action, in a non-partisan capacity to appropriate government agencies engaged in peacetime and defense preparedness transportation planning, and to promote recognition of the need for cooperation and support among the public, carrier management, and government agencies in operationally effective planning.

To encourage implementation of plans and programs to assure transportation capability in time of emergency.

To provide advisory assistance, upon request, to governmental agencies concerning transportation problems.

To encourage transportation and related industries to make available transportation management and operational personnel for prompt support of appropriate agencies in periods of emergency.

To support, conduct, and assist programs of transportation education, science research and development, among private, industrial, educational, and governmental agencies which are designed to foster efficient use of energy, improve the environment, and increase the safety, effectiveness, economy and the responsiveness of the transportation industry and allied services to the movement of people and goods during times of peace and defense of the national interest.

To assist in the transportation education of students, who plan to pursue a career in transportation, through the Chapter scholarship program. To assist in the education of San Antonio Chapter members and or their qualified dependents through the Chapter scholarship program.

To foster a spirit of patriotic good will and cooperative endeavor and mutual understanding among its members, industrial entities, the transportation industry, and all other government departments and agencies concerned with transportation.

To provide assistance to the community by volunteering time or, when approved by the membership and/or Board of Directors, financial aid.

To support continued reliance on the private enterprise system of ownership and operation of transportation in the United States.

ARTICLE III. POLICIES

Section 1. All policies of the Chapter will be established by the Board of Directors, and will not be in conflict with the National Association Constitution and By-Laws.

Section 2. This Chapter is non-commercial, non-profit, and politically non-partisan. Neither its name nor its influence may be used directly or indirectly in the interest of any commercial or political activity.

ARTICLE IV. MEMBERSHIP

Section 1. All members in good standing of the National Defense Transportation Association are eligible for membership in this Chapter upon application.

Section 2. Membership will be of the following classes: Regular; Military/Government; A-35; Student; Life; or Sustaining in accordance with standards of eligibility set forth in Article I of the Chapter By-Laws.

Section 3. Memberships of any class may be revoked by the San Antonio Chapter Board of Directors or the National Association for conduct inconsistent with the purposes, objectives, or policies of the Chapter or the Association or prejudicial to the good order and repute of the Chapter or the Association.

ARTICLE V. OFFICERS, DIRECTORS, AND MANAGEMENT

Section 1. The government of this Chapter shall be vested in its Board of Directors.

OFFICERS

Section 2. The Officers of this Chapter shall consist of the President; the First, Second, Third, and Fourth Vice Presidents; the Secretary; and the Treasurer; who shall perform duties as outlined in Article V of the Chapter By-Laws.

BOARD OF DIRECTORS

Section 3. The Board of Directors of this Chapter shall consist of its current Officers, as set forth in Article V, Section 2; Immediate Past President; sixteen (16) Directors, of which eight (8) shall be elected annually for a two year term; and appointed Base and Industry representatives.

MANAGEMENT

Section 4. The general control and management of the Chapter are vested in the Board of Directors, who are empowered to appoint such committees or designate such assistants as may be necessary or desirable for the execution of the policies of the Chapter or the transaction of its business, consistent with the Constitution and By-Laws of the National Association and/or this Chapter. The Board of Directors shall meet upon call of the President or on oral or written petition of a majority of its members. One-fourth (1/4) of the members of the Board of Directors shall constitute a quorum.

ANNUAL ELECTION OF OFFICERS AND DIRECTORS

Section 5. The Officers and eight (8) Directors of the Board of Directors plus any vacant elected Director positions shall be elected annually by ballot mailed to the General Membership in May. A Financial Advisor and a General Counsel may be appointed by the President. The Officers shall hold office for one (1) year or until their successors are elected or appointed and take office. The eight (8) Directors elected each year shall hold office for two consecutive years. A Nominating Committee will prepare a slate of nominees in accordance with Article VI, Section 4, of the Chapter By-Laws.

Section 6. Vacancies shall be filled, pending the next annual election, by a majority vote of the Board of Directors.

Section 7. Only members in good standing may be elected to and be an Officer or Director in the Chapter. Chairpersons appointed to chair standing or special committees must also be members in good standing. A member in good standing is one who has not had his/her membership revoked and also has kept his/her membership dues currently paid.

Section 8. Members of the Board of Directors and members in good standing of the Chapter shall be entitled to cast one (1) vote each on any matter coming before their respective bodies and requiring decision by vote.

APPOINTMENT OF BASE AND INDUSTRY REPRESENTATIVES

Section 9. The president may appoint two representatives for each military installation, including the Joint Personal Property Shipping Office. Similarly, the president may appoint additional functional representatives from industry, as deemed necessary, but not more than six (6). These appointees shall represent their specific area of interest to promote membership and activities for the welfare of the Chapter.

STATE AND REGIONAL OFFICERS

Section 10. State and Regional officers may not vote at Board of Director Meetings unless they have been duly elected or appointed to an officer or director position in the Chapter.

REMOVAL OF OFFICERS/BOARD OF DIRECTORS

Section 11. At any meeting of the Board of Directors called expressly for that purpose, any Director(s)/Officer(s) may be removed, with or without cause, by a 2/3 vote of the Directors then serving, excluding the Director(s) subject to removal.

ARTICLE VI. MEETINGS

Section 1. Monthly meetings by the Chapter are preferred. If monthly meetings of the general membership are not possible, a minimum of four general membership meetings shall be held annually, one of these meetings to be the Annual Installation of Officers and Directors. The Annual Installation Meeting shall be scheduled to take place in June and the elected Officers and Directors shall take office upon installation. Names of the Officers and Directors elected by the Chapter and installed at the Annual Installation Meeting shall be reported promptly to the President of the National Association utilizing the National Defense Transportation Association Chapter Officer Election Report.

ARTICLE VII. FINANCES

Section 1. Careful financial records shall be maintained by the Chapter for examination at any time, and financial accounts shall be audited annually in accordance with Article VI, Section 3, of the Chapter By-Laws. A copy of the annual audit report shall be sent to the Chapter.

ARTICLE VIII. WELFARE

Section 1. Appropriate tribute or message to members or members' family will be the responsibility of the Welfare Committee in accordance with Article VI, Section 5, of the By-Laws.

ARTICLE IX. ANNUAL REVIEW

Section 1. The Constitution and By-Laws of the Chapter will be reviewed by the Board of Directors annually upon inauguration of a new administration for the purpose of determining whether or not amendments to the Constitution and By-Laws are appropriate. Any recommended amendments shall be adopted in accordance with Article XI of the Constitution and Article VIII of the By-Laws.

ARTICLE X. CHAPTER DISBANDMENT

CHAPTER MINIMUM

Section 1. The charter of this Chapter may be withdrawn by the Executive Committee of the National Association if its membership declines to less than twenty-five (25) members in good standing.

CHAPTER DISSOLUTION

Section 2. The Chapter may, upon a two-thirds (2/3) vote of its current members in good standing, apply to the National Association for permission to dissolve.

CHAPTER REVOCATION

Section 3. The charter of this Chapter may be revoked by the National Board of Directors for conduct inconsistent with the purposes and objectives or policies of the National Association or prejudicial to the good order and repute of the National Association.

CHAPTER PROPERTY

Section 4. Upon dissolution of this Chapter, or upon revocation or withdrawal of the charter of this Chapter, its records and funds shall become the property of the National Association and shall be delivered promptly to the President of the Association by the Chapter Board of Directors or the remaining Officers of the Chapter.

ARTICLE XI. AMENDMENTS

Section 1. This Constitution may be amended at any regular or special general membership meeting; provided such amendment has previously been approved by the Board of Directors and submitted in writing in advance to the general membership for review.

BY-LAWS

ARTICLE I. MEMBERSHIP

Section 1. Regular Members: Any person, military or civilian, (including retired persons) may, upon approval of the President of the National Association and payment of the annual dues specified, become a Regular Member of this Chapter.

Section 2. Military/Government Member: Active duty military personnel and government employees may, upon approval of the President of the National Association and payment of the dues specified, become a Military/Government Member of this Chapter.

Section 3. A-35 Members: Any person who has not reached their 35th birthday may, upon approval of the President of the National Association and payment of the dues specified, become an A-35 Member of this Chapter.

Section 4. Student Members: Any person who is a student enrolled in any accredited university or college in the United States, or any student enrolled in a government school, for one year from beginning date of course of instruction, may, upon approval of the President of the National Association and payment of the annual dues specified, become a Student Member of this Chapter.

Section 5. Life Members: Any applicant accepted for membership or any active member of the National Association may, upon approval of the President of the National Association and payment of the single payment specified, become a Life Member of this Chapter. Life Members shall be subject to the payment of Chapter dues, if any.

Section 6. Sustaining Members: Any person, corporation, company, firm, or other organization or association may, upon approval of the President of the National Association and payment of the dues specified, become a Sustaining Member of this Chapter.

Section 7. Chapter Membership: Members in good standing of any class shall be eligible for membership in the Chapter. Changes in Chapter membership will be promptly reported to the President of the National Association.

MEMBERS PRIVILEGES

Section 8. Privileges of Members: All Regular, Military/Government, A-35, Student, Life, and Sustaining members of the Chapter in good standing shall be entitled to take part in and vote at the annual National Defense Transportation Association Transportation and Logistics Exposition and Forum and at all meetings of the Chapter and may hold office in this Chapter. All members in good standing of every class shall be entitled to all official publications and announcements of the Association and to such other privileges as may be provided in these By-Laws for the class of membership concerned.

ARTICLE II. DUES

Section 1. Initiation Fee: No initiation fee shall be charged by the Association or by this Chapter.

Section 2. Amount of Dues: Each member of this Association shall pay such dues as may be determined from time to time by the National Association Board of Directors.

Section 3. Payment: The annual dues specified by the National Association Board of Directors will accompany each application for membership or each renewal statement and will be forwarded to the National Headquarters of the Association or through the Chapter Treasurer or Membership Chairperson.

ARTICLE III. MEETINGS

BOARD OF DIRECTORS

Section 1. Regular and special Board of Director Meetings shall be held upon call of the President.

GENERAL MEMBERSHIP

Section 2. Regular general membership meetings shall be held on the fourth Tuesday of each month unless changed by the Board of Directors by simple majority vote.

ARTICLE IV. DUTIES OF THE BOARD OF DIRECTORS

Section 1. Subject to the provisions of the Texas Non-Profit Corporation Law, Sections 170(c)(2) and 501(c)(3) of the United States Internal Revenue Code, and any limitations in the Articles of Incorporation and By-Laws relating to action required or permitted be taken or approved by the members of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the Board of Directors. It shall be the duty of the Board of Directors to prescribe the policies for the Chapter subject to Article III, Section 1, of the Chapter Constitution. The Board shall have authority to transact all business necessary for the management and the accomplishment of the objectives and policies of the Chapter. Minutes of the meetings of the Board of Directors shall be made and preserved in accordance with the provisions of Article V, Section 6 of these By-Laws.

Section 2. All Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligations shall, on or before September 1 of each year, prepare and submit to the Budget and Audit Committee proposed budgets for the ensuing fiscal year as they may deem necessary and proper to carry out their respective duties. The Budget and Audit Committee shall study the proposed budgets and submit its recommendation on each to the Board of Directors for a vote not later than the Board of Directors meeting in September of each year. No Officer or Committee shall have the authority to create or incur any obligation or make any expenditure not authorized by the Board of Directors.

Section 3. It shall be the duty and function of the Officers and Directors of the Chapter Board of Directors to receive and protect the funds, contributions and dues, and to assume and bear full responsibility, as Officers and Directors, for the funds of the Chapter.

Section 4. The Board of Directors shall submit an Annual Report to the Chapter membership, which shall include the financial condition of the Chapter as of the close of the Chapter's current fiscal year. The Chapter's fiscal year will be from July 1 of each year to June 30 of the following year.

ARTICLE V. DUTIES OF OFFICERS

Section 1. President: The Chapter President shall be the Chief Executive Officer of the Chapter. He/she shall preside at all meetings of the Chapter and all meetings of the Board of Directors. He/she shall be responsible to call special meetings of the Board of Directors, as necessary and appropriate. He/she shall appoint the members and chairpersons of all standing and special committees except the Nominating Committee, subject to the approval of the Board of Directors. The President shall be an ex-officio member of all standing and special committees except the Nominating Committee. All expenditures must be approved by him/her before disbursement by the Secretary or Treasurer and he/she shall perform all duties, bear all responsibilities and enjoy all authority customary to the office of the President. The President shall attend the Annual Forum and Exposition if possible. He/she is highly encouraged to obtain government (member/ employee of the Department of Defense) or company funding to attend the Forum. If other funding is unavailable, Chapter funds may be approved by a majority vote of the Board of Directors to pay for the President's expenses (travel, registration and hotel), in full or in part.

Section 2. First Vice President: The First Vice President shall perform the duties and exercise the functions of the President in his absence or disability, and such other duties and functions as the President and/or the Board of Directors may assign. The First Vice President will normally be appointed as chairperson of the Programs Committee.

Section 3. Second Vice President: The Second Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Second Vice President will normally be appointed as chairperson of the Membership Committee.

Section 4. Third Vice President: The Third Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Third Vice President will normally be appointed as chairperson of the Social Committee.

Section 5. Fourth Vice President: The Fourth Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Fourth Vice President will normally be appointed as chairperson of the Welfare Committee.

Section 6. The Secretary: The Secretary, under the direction of the President, shall keep the minutes of all meetings of the Board of Directors, shall maintain a complete record of the membership of the Chapter, maintain a complete record of correspondence and files of the Chapter, and perform such other duties as assigned. Files and correspondence shall be reviewed annually by the Secretary who will recommend to the President those items to be placed in the Chapter’s historical archives and those items to be disposed of. A copy of the minutes of each meeting of the Board of Directors shall be provided to each member of the Board.

Section 7. The Treasurer: The Treasurer, under the direction of the President, shall maintain a complete record of all dues and other monies and securities received by the Chapter. He/she shall maintain all necessary books or records and inventories relating to Chapter finances, make regular and special reports of a financial nature to the Board of Directors at regular and special meetings, and perform such other duties as assigned by the Board of Directors. The funds of the Chapter shall be kept in such banks and the securities under such physical custody as the Board of Directors shall determine.

Section 8. The General Counsel: The General Counsel may be appointed by the President and shall perform such legal duties as may be requested by the President and/or the Board of Directors. He/she will serve as a member of the Board of Directors.

Section 9. The Financial Advisor: The Financial Advisor may be appointed by the President and shall perform financial duties requested by the President and/or the Board of Directors. He/she will serve as a member of the Board of Directors.

ARTICLE VI. COMMITTEES

Section 1. The President shall establish all committees except the Nominating Committee (see Section 4 below). The President shall be an ex-officio member of all committees except the Nominating Committee.

Section 2. Standing Committees shall report to the Board of Directors at regular or special meetings of the Board, and at such other times as the Board may direct.

Section 3. It shall be the duty of the Budget and Auditing Committee to prepare a budget from 1 Sep to 31 Aug of each year in conjunction with Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligations, in accordance with Article IV, Section 2, of the Chapter By-Laws. It shall also be the duty of the Budget and Auditing Committee, by and with the advice and consent of the Board of Directors, to audit the Treasurer's accounts at the close of the fiscal year beginning 1 July through 30 June. The results of this audit shall be submitted to the Board of Directors not later than the second monthly Board meeting and subsequently reported to the general membership.

Section 4. The Nominating Committee shall be appointed by the Board of Directors. The President of the Chapter shall not appoint this committee nor be a member of it - ex-officio or otherwise. The Chairperson of the Nominating Committee shall normally be a Past President of the Chapter. Any past President or Director may be appointed by the Board of Directors. The Nominating Committee shall prepare a slate of nominees to fill the seven (7) elected Officer positions and the eight (8) Director positions (see Article V, Section 5, of the Chapter Constitution) plus any vacant elected Director positions. In considering the total number of 23 elected positions (16 directors and seven officers), the nominating committee will strive to ensure representation for each of the four military installations, Joint Personal Property Shipping Office, local government, and each major segment of the transport industry, i.e., household good carriers, motor freight, rail, airlines, air cargo, Commercial Travel Office and bus. It shall be mandatory that the Nominating Committee contact each person whom it wishes to nominate, in order to obtain his/her acceptance of nomination. Candidates will be selected from the active National Defense Transportation Association membership roster. To ensure a democratic election process is maintained, it is desirable, but not mandatory, to have more than one candidate nominated for the offices of President and First Vice President. More than one candidate can be nominated for any of the elected positions. The Nominating Committee's slate of nominees will be approved by the Board of Directors and ballot will be mailed to all members. The ballots will be counted and results announced at the June Board of Directors meeting with Installation of Officers and the new Directors at the June General Membership meeting.

Section 5. The Chairperson of the Welfare Committee will arrange, when appropriate, to send get-well cards to members, or their immediate family members, who are ill and confined. In the event of the death of a member or in the member's immediate family, the Chairperson will send an appropriate message to the deceased’s family and may send a funeral bouquet, as appropriate. The Board of Directors may elect to make a memorial or donation in the name of the deceased. The matter will be brought up at the next meeting of the Board of Directors.

Section 6. Each year, the Awards Committee shall ensure all Chapter members receive notice of the call for nominees in sufficient time to prepare and submit nomination packages prepared according to the Chapter Awards Handbook by such date that will permit the Committee to evaluate all submissions, select award-winners and present awards during the month of May, preferably during National Defense Transportation Week. Additionally, the Committee shall prepare and submit the Chapter for local, regional, and national awards according to the National Awards Handbook.

Section 7. Each year, the Scholarship Committee shall ensure all Chapter members receive notice of the Chapter scholarship program containing qualification requirements and application instructions in sufficient time for interested students to submit applications by such date that will permit the Committee to evaluate all applications, select winners and present scholarships during the month of June. The Committee will also send notices to area colleges, as appropriate. Additionally, the Committee will ensure all Chapter members receive information on how to apply for the National Scholarship Awards.

ARTICLE VII. INDEMNIFICATION/ AUTHORIZATION

Section 1. In the event that any person who was or is a party or is threatened to be made a party to any threatened, pending, or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses (including attorney fees), and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement, incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation ( domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined in the Corporation, the manner in accordance with the laws of the State of Texas whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth by the laws of the State of Texas and, to the extent that it is determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.

Section 2. Expenses, including attorney fees, incurred in defending any action, suit, or proceeding referred to in Paragraph A of this Section, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Corporation in accordance with the laws of the State of Texas upon receipt by the Corporation of a written affirmation by the Director, officer, employee or agent of his/her good faith and belief that he/she has met the standard of conduct necessary for indemnification under the laws of the State of Texas; (ii) upon receipt by the Corporation of a written undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Corporation as authorized in this Article; and (iii) upon a determination that the facts then known to those making the determination would not preclude indemnification under this Article or under the laws of the State of Texas.

Section 3. The indemnification provided by Paragraph A of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the law or any agreement, vote of disinterested Directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII. INDEMNIFICATION/ INSURANCE

Section 1. The Corporation, to the extent permitted by the laws of the State of Texas, may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation (domestic or foreign, non-profit or for profit), partnership, joint venture, trust or other enterprise.

ARTICLE IX. MISCELLANEOUS

INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS

Section 1. (a) Validity. If Paragraph (b) is satisfied, no contract or other transaction between the Corporation and any of its Directors or officers, or any corporation or firm in which any of them are directly or indirectly interested, shall be invalid solely because of this relationship or because of the presence of the Directors or at the meeting authorizing the contract or transaction, or his participation or vote in the meeting or authorization.

(b) Disclosure. Approval, Fairness…………………………..Paragraph (a) shall apply only if:

(1) The material facts of the relationship or interest of each such Director or officer are known or disclosed to the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote.

(2) The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors.

(c) Nonexclusive. This provision shall not be construed to invalidate a contract, or transaction, which would be valid in the absence of this provision.

ARTICLE X. PARLIAMENTARY AUTHORITY

Section 1. Except as otherwise provided in this Constitution and By-Laws, the rules contained in the current edition of “Robert's Rules of Order, Newly Revised,” shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with the Constitution and By-Laws of either the Chapter or the National Association and any special rules of order either body may adopt.

ARTICLE XI. AMENDMENT OF BY-LAWS

Section 1. These By-Laws may be amended at any regular or special General Membership meeting; provided such amendment has previously been approved by the Board of Directors and submitted in writing in advance to the general-membership for review.

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