Transportation Sales and Marketing Association

Transportation Sales and Marketing Association (TSMA) is successor to the American Trucking Association’s Sales & Marketing Council, which had been active since 1940. Through a resolution adoptedApril 11, 2000, TSMA is associated with SMC³.  The following Bylaws are hereby adopted to govern the operation and proceedings of the TSMA.

ARTICLE II

TSMA’s mission is to provide the transportation industry a forum for continued leadership through education, training, and peer interaction in the field of sales and marketing among transportation-related professionals.

MEMBERSHIP

SECTION 1 – Types of Membership

Executives and employees of pre-qualified asset-based transportation providers or organizations providing services or products to the transportation industry other than 3 PL, freight brokers, transportation intermediaries may be TSMA members.  The first company membership is a corporate membership and will serve as the firm’s Primary Member.  Subsequent memberships from the same company will be designated Associate Member(s).  Associate Membership(s) are individual and non-transferable.  Upon approval by the Board of Directors, an Honorary Membership may be extended to a person considered qualified and deserving.  Past Chairpersons, who are retired from the transportation industry, shall receive a complimentary lifetime TSMA membership.

Membership benefits shall be:  Primary Member- all rights and privileges of the organization.  Associate Member- all rights and privileges of the organization.  Honorary Member- all rights and privileges of the organization except holding office and voting for directors.

Members in good standing may be appointed to serve on standing or special committees as directed by the President or Board of Directors. 

SECTION 2 – Termination of Membership

A.    Membership may be terminated with 30-day written notice to TSMA.  Membership dues are not refundable or prorated.

B.    TSMA may terminate a membership for good cause including non-payment of dues, fees, or assessments.

ARTICLE IV

BOARD

SECTION 1 – Composition

Management of TSMA’s affairs shall be vested in a Board of Directors (Board) and the Executive Committee as designated by the Board.

• Chairperson of the Board
• President
• Vice President
• Treasurer
• Annual Conference Chairperson
• Executive Director, a staff member of the SMC³

B.          The Executive Committee shall consist of the elected officers and Executive Director.

C.          Selection of nominees for the Board shall be subject to the following provisions.

                    i.            Nominees shall be chosen from among members in good standing.

                  ii.            The Board shall consist of 17 members five (5) of which will serve as elected officers.  Board members shall be elected to serve a three (3) year term.  The number of directors in any year will be adjusted to fill any vacancy as prescribed in Article IV, Section 3 (C) or to fill any vacancy created by a Board member’s election to the Executive Committee.

The three (3) year term limit shall not apply to Executive Committee Board Members pursuant to Article V Section 2 (A) or (C).

                iii.            No more than two (2) persons from the same company or organization shall serve as an officer or Board member during any fiscal year.

D.          Past Chairpersons will serve as ex-officio Board members with a standing invitation to Board meetings without voting rights.

SECTION 2 – Duties

A.                It shall be the duty and responsibility of the Board to control and manage TSMA; to keep a record of the organization’s proceedings and to report to the members at each Annual Conference; to fix fees of the organization; to establish all necessary rules and regulations; and to do all other things for the proper administration of the organization’s affairs.

B.                The Executive Committee shall be responsible for decisions on TSMA business between Board meetings and when, at the discretion of the President, a Board meeting by conference call is not feasible.

C.                The Executive Director is responsible for advising the Board on organization business, carrying out the direction of the Board, and managing the organization’s day-to-day business activities.

D.                The Board shall adopt an annual budget showing the money appropriated for the purposes of the organization and estimating the expected revenue for the ensuing year.

E.                The Board shall direct the Treasurer on the proper management and investment of the TSMA’s funds.

F.                The President will be the presiding officer at Board and Executive Committee meetings.  In the President’s absence, the Vice President shall be the presiding officer.

SECTION 3 – Board Term, Attendance, and Vacancies

A.          The Board’s term begins after election at the Annual Conference Business Session.

B.          Board members with two consecutive unexcused meeting absences will be removed from the Board.  The President may excuse for good cause a Board member from attending a scheduled meeting.

C.          The President shall call a special election to fill the un-expired term created by resignation, death, or removal of a Board member or Officer or a special election by the Board to fill an unexpired term of an officer.  A special board election, when called by the President, shall be conducted by electronic (email, facsimile) ballot of the membership.  Voting by ten percent (10%) of members in good standing shall be considered a quorum.

SECTION 4 – Board Meetings and Notice

A.    The Board will convene each year at the Annual Conference and a minimum of one additional time during the year.  The President may convene additional Board meetings as needed. 

B.    Excluding the Annual Conference Board meeting, the President shall provide notice of a Board meeting and the agenda at least ten (10) days prior to the meeting date.

C.    A quorum of thirty percent (30%) of the officers and Board members is required to transact business at any Board meeting.   A majority vote of the quorum shall decide all questions.

ARTICLE V

OFFICERS

SECTION 1 – Titles and Duties

A.                Chairperson of the organization is an advisor to the President, the executive committee, and the Board of Directors.  The Chairperson also heads the Nominating Committee.  In this capacity, the Chairperson ensures a list of qualified candidates for the Board is developed prior to recommending the nominees to the Nominating Committee.  The Chairman presents the Nominating Committee’s recommendation to the Board of Directors prior to the Business Session at the Annual Conference and to the Membership at the Business Session.

B.                President is responsible for providing leadership over all phases of the organization’s operation.  This entails assuring that the other officers and Board work together as a cohesive unit to further the mission of the organization. The President works closely with the Executive Director to support and coordinate association activities.

C.                The Vice President works with the President and Executive Director to ensure the Board members support and coordinate association activities.

D.                The Treasurer shall have charge of and be responsible for the finances of the     organization under the general direction of the Board.  The Treasurer shall work closely with the President and Executive Director to ensure the organization funds planned activities and maintains a reserve fund established by the Board.  The Treasurer, with the assistance of the Executive Director, will prepare a preliminary annual fiscal year budget for review and approval by the Board and the SMC³.  The Treasurer shall prepare, with the assistance of the Executive Director, a full report of the organization’s financial condition for each Board meeting and the membership meeting at the Annual Conference. 

E.                Chairperson of the Annual Conference is responsible for the Annual Conference.

F.                The Executive Director is a member of the SMC³ staff and serves as liaison with the SMC³, other organizations and firms, industry units, and government agencies.  The Executive Director is responsible for ensuring:

                          i.                  All organizational records are maintained,

                        ii.                  Authorized fees are billed and collected,

                      iii.                  Financial reports are prepared for the Treasurer’s approval and the books are audited annually,

                      iv.                  Preparation of the Treasurer’s report on the organizations financial position and investment performance,

                        v.                  Supporting committee chairpersons fulfill their committee’s responsibilities,

                      vi.                  The organization’s newsletter and other communications are promptly distributed,

                    vii.                  Assisting the Annual Conference chairperson with planning, developing and executing the Annual Conference,

                  viii.                  Maintaining minutes of the Board meetings,

                      ix.                  Directing and managing assigned support staff,

                        x.                  Other duties as directed.

SECTION 2 – Selection and Term of Office

A.                The President, Vice President, Treasurer, and Annual Conference Chairperson shall be nominated from among the eligible members of the full Board and shall be elected by the Board at a Board meeting following the Annual Conference Business Session.  The past President will automatically become the chairperson and chair of the Nominating Committee.  All officers serve a one-year term commencing at the Board meeting after the Business Session at the Annual Conference.  However, an officer or officers may serve an additional term(s) with support of a majority of the Board.

B.                The Nominating Committee will be appointed by the Chairperson and shall consist of at least two (2) and no more than seven (7) members; consisting of the Chairperson, past Presidents and current Board members.  The Nominating Committee shall present a slate of Board nominees to the membership at the Business Session of the Annual Conference.  The membership will elect the Directors.

C.                Unless otherwise directed by the Board or to fill a vacancy, the succession of officers shall be:  President to Chairman, Vice President to President, Treasurer to Vice President, and Annual Conference Chairperson to Treasurer.  The office of Annual Conference Chairperson shall be filled from the Board of Directors.

ARTICLE VI

MEETINGS AND VOTING

SECTION 1 – Meetings

A.                The organization’s annual Business Session will be held in conjunction with the Annual Conference.  The agenda for the Business Session shall be distributed to the attending members prior to the Business Session. 

B.                The Board of Directors will establish the date and location of the Annual Conference as well as TSMA sponsored seminars.

C.                A special membership meeting(s) can be scheduled by the President or when requested by the majority of the Board.  No business shall be transacted at the special meeting other than the business for which the meeting was convened. Notice to the membership and the agenda shall be distributed at least ten (10) days prior to the special meeting date. 

D.                The minimum quorum for any membership meeting shall be ten percent (10%) of members in good standing.

E.                The election of the Board of Directors for the ensuing year shall be by members in good standing present at the business meeting held during the TSMA Annual Conference.

SECTION 2 – Order of Business

A.                The recommended order of business at the Business Session shall be as follows:

1.                  Determination of a quorum,

2.                  Approval of the minutes of the previous meeting,

3.                  Address of the President,

4.                  Executive Director’s report,

5.                  Treasurer’s report,

6.                  Appropriate committee reports,

7.                  Nominating Committee Report and election of Directors,

8.                  Unfinished business,

9.                  New business and resolutions,

10.            Adjournment.

B.                Election of officers shall be held at the board meeting following the Business Session.  Officers will be recognized and installed at the Annual Banquet.

C.                The rules of parliamentary procedures contained in “Roberts Rules of Order” shall govern all meetings of the organization and the Board.

ARTICLE VII

DESIGNATION OF COMMITTEES

A.                Standing Committees - There shall be six (6) regular standing committees, namely:

                          i.                  Marketing and Membership- Develop and implement marketing and membership plans to retain and grow membership,

                        ii.                  Sponsorship- Create and implement a sponsorship development plan for the annual conference and other TSMA functions,

                      iii.                  Education and Training- Identify and develop education, training, and resource programs that further TSMA’s mission and product offerings,

                      iv.                  Annual Conference- Theme selection, planning, and execution of the Annual Conference plan,

                        v.                  Nominating- Identify and qualify potential Board candidates for presentation and election at the annual Business Session.  Identify qualified candidates for and select the annual outstanding service award winner,

                      vi.                  Association Services/Resources – Identify, review and recommend vendors to the Executive Committee to perform any function needed in the operation of TSMA,

B.                Special Committees – As deemed necessary, the President, in conjunction with the Executive Director, may appoint the chair of any special committee.  The special committee chairperson shall select committee members, assign duties, direct the conduct of the committee’s specific assignment, and report the committee’s findings to the Board.

C.                Membership in Standing and Special Committees is restricted to members of the organization in good standing.

ARTICLE VIII

DUES, CHARGES, AND FEES

A.    The Board is responsible for establishing annual membership fees, charges for the annual conference, and fees for TSMA sponsored seminars.

SECTION 2 – Payment of Dues and Primary Member Designation

A.    All dues shall be paid to TSMA in advance of the fiscal year beginning July 1.

B.    Annual dues are not refundable in whole or in part. 

C.    The sponsoring firm may change the primary member designation at any time during the year.

ARTICLE IX

POLICY

The Board is responsible for policy decisions and activities affecting TSMA.  A policy shall be effective only when adopted by a majority vote of the Board present at any regularly called meeting or other method authorized by the Executive Committee.  A policy may be amended or abolished by a majority vote by the Board in attendance at any regularly scheduled meeting or other method of voting authorized by the Executive Committee.

ARTICLE X

GENERAL

SECTION 1 – Fiscal Year

TSMA’s fiscal year will begin July 1^st each year and end June 30^th of the following year.

SECTION 2 – Amendments to the Bylaws

A.    The Board of Directors shall review proposed changes to the association’s bylaws during scheduled board meetings and recommend changes to the membership as set fourth in (ii) below.

B.    The President shall embody in the call for the Annual Meeting all proposals to amend the Bylaws prepared by a special committee on By-Laws to be presented at the Annual Meeting.

C.    Amendments to the Bylaws are subject to two-thirds majority vote of the members present at the Annual meeting or when necessary, by two-thirds of the votes cast by mail.

SECTION 3 – Dissolution

The active Board shall be responsible for the orderly dissolution and liquidation of the Organization.  After payment of all obligations, any money or assets remaining will be distributed to SMC³ or suitable charity with the approval of the Board.  Laws of the State ofGeorgiashall govern dissolution.

ARTICLE XI

Liability Release

Each member agrees that no loss or damage to it caused by the exercise of the powers granted herein to TSMA, or its officers, agents, or employees shall be charged or imputed to TSMA or its officers, agents, or employees, except such loss or damage as may be caused by bad faith or gross negligence in the exercise of such powers.

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