Section 1. The name of this association shall be the Memphis
World Trade Club.
ARTICLE II
OBJECT
Section 1. The objectives of this association shall be
to initiate, promote and implement a greater and wider participation
in international trade by local business interests; to develop
better technique in the handling of export and import operations;
to obtain and diffuse a wider knowledge of all matters pertaining
to international trade; to engender a spirit of helpful
cooperation among its members toward greater efficiency;
to provide a medium for the interchange of information and
opinions; to render services and advice to initiates in
international trade; to foster and promote fellowship among
these interested in these ends and to otherwise expend effort
toward the stimulation and growth of international trade
interests in Memphis.
ARTICLE III
MEMBERSHIP
Section 1. Any employee or officer of any business firm,
association or corporation interested in the objectives
of this Association and those engaged in transportation,
banking or other services, foreign consuls, directors, officers
and executives of U.S.
Government Bureaus and civic organizations actively engaged
in fostering world trade and those who otherwise display
and especial interest in and sympathy with the objectives
and program of this Club shall be eligible for membership.
Section 2. All members shall be subject to the approval
of the Board of Directors. Membership in the Club may be
eliminated by voluntary resignation or by a majority vote
of the members of the injurious to the interest of the Club.
In the latter case, the Board of Directors shall afford
the accused member ample opportunity for defense and regulation
of charges.
Section 3. Added-The annual membership dues for full-time
undergraduate and graduate students seeking membership in
the MWTC will be waived. To remain active members, once
student members graduate (or are no longer full-time students),
they must apply for a standard membership.
ARTICLE IV
DUES OR SUBSCRIPTIONS
Section 1. All matters pertaining to dues or subscriptions
shall be left to the discretion of the Board of Directors.
Dues collected in advance cannot be carried forward to the
next fiscal year. The fiscal year is in accordance with
the calendar year as noted in Article XIII.
ARTICLE V.
OFFICERS
Section l. Amended - The officers of the Memphis World
Trade Club shall be a President, First Vice President, Second
Vice President, Recording Secretary and a Treasurer.
Section 2. Amended - The President, First V.P., 2nd V.P.,
Recording Secretary and Treasurer shall be elected by the
active membership at a meeting to be held during the November
meeting of each year and shall hold office from January
1 following for one year, or until their successors are
duly elected and qualified.
Section 3. The President shall preside at all meetings
of the members, the Directors and the Executive Committee.
He shall, at the annual meeting of the members, submit a
report containing a officio, a member of all committees.
He shall perform such other duties as pertain to his office.
Section 4. Amended - In the absence of the President, the
1st V.P. shall perform the duties of the President. He shall
also arrange the programs for each month’s event.
Section 4-A. Amended - In the absence of the President
or 1st V.P., the 2nd V.P. shall perform the duties of the
President. He shall also be in charge of membership and
shall arrange to have the post office box checked regularly
for mail.
Section 5. Amended - The Recording Secretary shall keep
the minutes of the meetings.
Section 6. The Treasurer shall collect, care for and disburse
any funds of the Club upon approval of the Board of Directors
or the Executive Committee, and shall, when requested by
the President, submit in writing, a statement of the organization’s
financial condition. He shall perform such other duties
as ordinarily pertain to said office.
Section 7. Any vacancy among the officers shall be filled
by action of the Board of Directors.
Article VI
Board of Directors
Section l. Amended - The Board of Directors shall consist
of the elected officers of the Club, the immediate Past
President, and five Directors to be elected at the annual
meeting.
Section 2. The Board of Directors shall control the affairs
of the Club and direct its policies. The Directors may adopt
rules and regulations for the management and proper business
conduct of the organization.
Section 3. Any vacancy on the Directorate shall be filled
by action of the Board of Directors.
ARTICLE VII
COMMITTEES
Section l. The President shall, with the approval of the
Directors or Executive Committee, appoint such standing
or special committees as may be necessary. Standing committees
may be designated by resolution of the Board of Directors
and shall serve until the next annual meeting or until their
successors are appointed.
Section 2. Amended - There shall be an Executive Committee
composed of the President, 1st Vice President, 2nd Vice
President, Secretary, Treasurer and the immediate Past President.
This committee shall direct the affairs and polices of the
organization in the interim between meetings of the Directors
or in the absence of a quorum thereof. It shall submit at
the next meeting of the Directors a report of its acts or
minutes of its proceedings for approval or confirmation.
A majority thereof shall constitute a quorum.
Section 3. Except when specified, duties of special and
standing committees shall be indicated by their respective
names and shall be such as usually belong to similar committees.
Section 4. Except for the Executive Committee, no committee
shall commit itself on matters involving any appropriation
of funds or affecting the policies of the Club unless approved
by the Executive Committee or the Directors. The Committee
shall refer their findings and recommendations to the Executive
Committee or the Directors for final action and directions.
Section 5. Committees may be dissolved by action of the
President subject to the approval of the Board of Directors.
ARTICLE VIII
MEETINGS
Section l. Amended - There shall be an annual meeting of
the membership during the November meeting of each year
at Metropolitan Memphis.
Section 2. Amended - Regular meetings of the membership
shall be dinner meetings held on the third Tuesday evening
of each month unless changed by the Board of Directors.
Section 3. Special meetings of the membership may be called
by the President, when in his judgement, the situation warrants.
Such meetings shall be confined to the purpose thereof and
no other business shall be transacted without the consent
of two-thirds of the active members present.
Section 4. Amended - Twenty-five (25) of the members shall
constitute a quorum at any meeting of the membership.
Section 5. The order of business at the regular membership
meetings shall be as follows:
(1) Call to order
(2) Reading of minutes
(3) Communications
(4) Presentation of reports
(5) Unfinished business
(6) New business
(7) Adjournment
Section 6. Amended - Regular meetings of the Board of Directors
shall be held at least quarterly and at such times as they
may determine.
Section 7. Special meetings of the Board may be called
by the President or upon the written request of three Board
Directors of fifteen members.
Section 8. Amended - A majority of the Board of Directors
shall constitute a quorum at any meeting of the Board of
Directors.
Section 9. Regular meetings of committees shall be held
at such time as they may determine and special meetings
held at the instance of the Committee Chairman or the President.
Section 10. Amended - One-third of its membership shall
constitute a quorum at any standing or special meeting.
ARTICLE IX
ELECTIONS
Section l. Election of Directors and Officers shall be
held on a day within the third week of November of each
year. Election shall be by ballot.
Section 2. Amended - Should a tie vote occur, an election
committee, appointed for this purpose by the President,
shall cast secret ballots to determine the winner.
Section 3. Added - The 1st Vice President shall, at his
discretion, succeed to the office of the President.
Section 4. Added - The 2nd Vice President shall, at his
discretion, succeed to the office of the 1st Vice President.
Section 5. Added-Any candidate for an officer position must
have served at least one year on the Board of Directors
prior to the assumption of duty as an officer. The Board
may waive this requirement, by majority vote, should there
be no officer candidates with prior Board experience.
Section 6. Added-No Board member may serve longer than
four consecutive years on the Board of Directors. The Board
may waive this requirement, by majority vote, should there
be less than five candidates running for director positions.
ARTICLE X
REFERENDA
Section 1. The Board of Directors may submit to the membership
such matters of unusual importance and general interest
by mail. Each vote on such referenda shall be filed and
retained as a matter of record.
ARTICLE XI
CONTRIBUTIONS
Section 1. The ordinary revenues as determined by the Board
of Directors may be augmented by bequest or contribution
with approval by the Directors.
Section 2. No Committee of the organization shall solicit
any contribution of the general public without the approval
of the Directors.
ARTICLE XII
DISBURSEMENTS
Section l. No disbursement of funds can be made unless
the same shall have been approved and ordered by the Executive
Committee or the Board of Directors.
Section 2. Amended - Checks shall be signed by the Treasurer,
or the President, or in his absence, the 1st Vice President.
ARTICLE XIII
FISCAL YEAR
Section l. The fiscal year shall be in accordance with
the calendar year.
ARTICLE XIV
AUDIT OF ACCOUNT
Section l. The Directors shall appoint an auditing committee
annually to examine the books and accounts of the Club at
the conclusion of each fiscal year and at such other times
as the Directors may determine.
ARTICLE XV
PARLIAMENTARY RULES
Section l. Proceedings of any meetings shall be governed
by and conducted according to “Roberts Rules of Order”.
ARTICLE XVI
WHEN EFFECTIVE
Section l. These by-laws shall be effective upon adoption.
ARTICLE XVII
AMENDMENTS
Section l. Amended - These by-laws may be amended by an
affirmative vote of a majority of the members of the Board
of Directors present at any meeting of which due notice
of such contemplated action is given, and shall be finally
approved by a majority vote of the active members at a membership
meeting (of which similar due notice has been provided)
or by mailed ballot.
ARTICLES OF ASSOCIATION OF
MEMPHIS WORLD TRADE CLUB
ARTICLE l. The name of the Association is Memphis World
Trade Club.
ARTICLE 2. Principal Office. The Principal office of the
Association shall be located in Memphis, Tennessee.
ARTICLE 3. Purposes. The purposes of the Association, a
not-for-profit business league, are to initiate, promote
and implement a greater and wider participation in international
trade by local business interests; to obtain and diffuse
a wider knowledge of all matters pertaining to international
trade; to provide a medium for the interchange of information
and opinions; to render service and advice to initiates
in international trade and to stimulate the growth of international
trade in Memphis.
ARTICLE 4. Powers. The Association shall have the power
to do all lawful acts necessary or desirable to carry out
its purposes consistent with the provisions of Section 501
( c ) (3) of the International Revenue Code.
ARTICLE 5. Service of Notice. The post office address to
which the Secretary of State shall mail any notice required
by law shall be P.O. Box 240021, Memphis, Tennessee 38124-0021.
ARTICLE 6. Amendments. All provisions of these Articles
of Association shall be subject to amendment, consistent
with the provisions of Section 501 ( c ) (3) of the Internal
Revenue Code of 1954, by the affirmative vote of all the
members entitled to vote in respect thereof, given at the
annual meeting or at any special meeting, provided that
notice of the proposed amendment is included in the notice
of such meeting.
ARTICLE 7. Dissolution. Upon the dissolution of the Association,
any assets remaining thereafter shall be conveyed to such
organization or organizations as shall be selected by the
affirmative vote of Two/Thirds of the members entitled to
vote in respect thereof, provided, however, that such organization
or organizations shall be exempt under Section 501 ( c)
(3) of the Internal Revenue Code.
MEMPHIS WORLD TRADE CLUB
RESOLUTION PASSEDBY BOARD OF DIRECTORS
SPECIAL MEETING DECEMBER 30, 1975
“Be it resolved, that no announcements of a competitive
nature shall be communicated by the Memphis World Trade
Club relevant to services and/or products of a company,
bank or other organization, represented by a member or members
of the Club, unless prior approval of same be sanctioned
by the Board of Directors.”
Adopted: December 16, 1947
Article III amended October 19, 1949
Articles V,VI, VII amended February 19, 1952
Articles V,VII, XII amended November 18, 1975
Articles V,VI,VII, VIII, IX amended September 20, 1977
Article IV amended May 5, 1993
Article XVII amended May 8, 2001
